Palm Springs City Council
May 23, 2024

CITY COUNCIL

AND AS SUCCESSOR AGENCY TO THE

COMMUNITY REDEVELOPMENT AGENCY OF THE

CITY OF PALM SPRINGS, CALIFORNIA
Council Chamber, City Hall
3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262
www.palmspringsca.gov

REGULAR MEETING AGENDA

MAY 23, 2024

4:00 PM CLOSED SESSION
5:30 PM REGULAR MEETING
Jeffrey Bernstein, Mayor
Ron deHarte, Mayor Pro Tem
Grace Elena Garner, Councilmember
Christy Gilbert Holstege, Councilmember
Lisa Middleton, Councilmember
Scott Stiles, City Manager
City of Palm Springs Mission Statement: Palm Springs is an inclusive world-class city dedicated to providing excellent and responsive public services to enhance the quality of life for current and future generations.

Pursuant to Assembly Bill 557 -
To view/listen/participate in the meeting live, please contact the City Clerk at [email protected] or the following telephone number (760) 323-8204 to register for the Zoom meeting. There will be an email with Zoom credentials sent after registration is complete, in order to access the meeting and offer public comment. Any person who wishes to provide public testimony for an item on the agenda is requested to file a speaker card before the Public Testimony portion of the meeting.

You may submit your public comment to the City Council electronically. Materials may be emailed to [email protected]. Transmittal prior to the start of the meeting will help ensure that your correspondence is fully considered. Any correspondence received during or after the meeting will be distributed to the City Council and retained for the official record. View the City Council meeting live at the City’s website www.palmspringsca.gov/psctv, YouTube, or Channel 17 (Spectrum).

Please note any agenda item which has not been initiated by 11:00 p.m. may be continued to a subsequent meeting.

At approximately 10:00 p.m., the City Council will determine the number of speakers who wish to address the City Council during Public Comment for non-Agenda Items and determine which agenda items will be considered before the 11:00 p.m. Adjournment time.

AGENDA EN ESPAÑOL DISPONIBLE EL LUNES - HAGA CLIC AQUÍ
4:00 P.M. CLOSED SESSION
CALL TO ORDER (Council Chamber):

PUBLIC COMMENT FOR CLOSED SESSION ITEMS ONLY (Council Chamber): The City Council welcomes public input. Members of the public may address the City Council on Closed Session items by contacting the City Clerk's Office at 760-323-8204. Pursuant to State Law, the City Council may not discuss or take action on issues not on the meeting agenda (Government Code Section 54954.2). If you are compensated to communicate with City officials, you may be required to register and/or make certain disclosures as a lobbyist. Please see the City Clerk for additional information.

RECESS TO CLOSED SESSION (Small Conference Room): See Closed Session Agenda.

May 23, 2024 City Council Regular Meeting Agenda 2
5:30 P.M. REGULAR MEETING
CALL TO ORDER:

PLEDGE OF ALLEGIANCE:

ROLL CALL:

PRESENTATIONS:

A. LIFT TO RISE 2024-2026 ACTION PLAN
ACCEPTANCE OF THE AGENDA: The City Council will discuss the order of the agenda, may amend the order, add urgency items, note abstentions or "no" votes on Consent Calendar items, and request Consent Calendar items be removed from the Consent Calendar for discussion.

The City Council may also remove items from the Consent Calendar prior to that portion of the Agenda.

REPORT OF CLOSED SESSION:

PUBLIC TESTIMONY: (Non-Public Hearing Agenda Items ONLY) This time has been set aside for members of the public to address the City Council only on agenda items. Two (2) minutes will be assigned to each speaker. Testimony for Public Hearings will only be taken at the time of the hearing, and General Public Comments, non-agenda items, will be taken later in the meeting.

1. CONSENT CALENDAR:

The following routine matters may be acted upon by one motion. Individual items may be removed by the Council for separate discussion at this time or under Acceptance of the Agenda. The ordinance title is deemed to be read in its entirety and further reading waived on any ordinance listed on the Consent Calendar.

May 23, 2024 City Council Regular Meeting Agenda 3
A. RESOLUTIONS CALLING THE NOVEMBER 5, 2024, GENERAL MUNICIPAL

ELECTION, REQUESTING CONSOLIDATION OF THE GENERAL MUNICIPAL

ELECTION WITH THE STATEWIDE GENERAL ELECTION AND ADOPTING

REGULATIONS FOR CANDIDATE STATEMENTS
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, CALLING AND GIVING NOTICE OF

THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024, FOR THE ELECTION OF CERTAIN OFFICERS, AS

REQUIRED BY THE PROVISIONS OF THE LAWS OF THE STATE OF
CALIFORNIA AND CITY CHARTER.”

1. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, REQUESTING THE BOARD OF

SUPERVISORS OF THE COUNTY OF RIVERSIDE TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024,

WITH THE STATEWIDE GENERAL ELECTION TO BE HELD ON THAT DATE PURSUANT TO §10403 OF THE ELECTIONS CODE.”

2. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING REGULATIONS FOR

CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO CANDIDATE

STATEMENTS SUBMITTED TO THE VOTERS AT THE GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024.”

3. B. STAFF AUTHORIZED AGREEMENTS AND PURCHASE ORDERS FOR THE PERIOD OF APRIL 1 THROUGH APRIL 30, 2024
RECOMMENDATION:

Receive and file the report of Staff Authorized Agreements and Purchase Orders for the period of April 1 through April 30, 2024.

C. APPROVAL OF PAYROLL WARRANTS, CLAIMS AND DEMANDS
RECOMMENDATION:

Adopt a Resolution entitled “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, APPROVING PAYMENT OF

PAYROLL WARRANTS/DISBURSEMENTS FOR THE PERIOD ENDING
04-27-24 TOTALING $2,522,027.89 AND ACCOUNTS PAYABLE WARRANTS DATED 04-25-24 TOTALING $10,852,779.93, IN THE AGGREGATE AMOUNT OF $13,374,807.82, DRAWN ON BANK OF AMERICA."

1. May 23, 2024 City Council Regular Meeting Agenda 4
D. APPROVE A FIVE-YEAR COOPERATIVE LEASE AGREEMENT WITH XEROX

FINANCIAL SERVICES AND COST PER IMAGE AND MAINTENANCE
AGREEMENT WITH VISUAL EDGE IT, INC.

RECOMMENDATION:

Approve a five-year lease agreement with Xerox Financial Services, LLC, via the County of Los Angeles Cooperative Purchasing Program (Contract No.

MA-IS-1640249-6) for 35 new Xerox copiers in the amount of $110,054.45 annually, inclusive of tax.

1. Approve a five-year cost per image and maintenance agreement with Visual Edge IT, Inc., via the County of Los Angeles Cooperative Purchasing Program (Contract No. MA-IS-1640249-6) with an annual base of $25,284, at the unit prices of $0.0049 per black and white image and $0.049 per color image.

2. 3. Authorize the City Manager or designee to execute all necessary documents.

E. APPROVE AMENDMENT NO. 1 TO AGREEMENT 24I089 WITH SO CAL LAND MAINTENANCE INC., FOR VEGETATION MANAGEMENT SERVICES
RECOMMENDATION:

In accordance with Section 7.05.060 of the Palm Springs Municipal Code, “Best Interest of City,” approve Amendment No. 1 to Agreement 24I089 with So Cal Land Maintenance, Inc., to provide vegetation management services for an additional amount of $57,720, for a total revised contract amount not to exceed $132,720 through July 31, 2024;

1. 2. Appropriate $57,720 from Safety Fund 1216010 to Contractual Services;

3. Authorize the City Manager or designee to execute all necessary documents.

F. ACCEPTANCE OF THE ANIMAL SHELTER SHADE STRUCTURES, CITY PROJECT NO. 22-20E
RECOMMENDATION:

Accept the Capital Improvement Project identified as the Animal Shelter Shade Structures, City Project No. 22-20E (“Project”), as completed in accordance with the plans and specifications; and

1. Authorize the City Engineer to execute and file for recordation with the Riverside County Recorder a Notice of Completion for the Animal Shelter Shade Structures, City Project No. 22-20E.

2. May 23, 2024 City Council Regular Meeting Agenda 5
G. APPROVE AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENT 23Q112 WITH AECOM TECHNICAL SERVICES, INC. FOR THE DESIGN OF AN

INLINE BAGGAGE HANDLING SYSTEM FOR THE PALM SPRINGS

INTERNATIONAL AIRPORT
RECOMMENDATION:

Approve Amendment No. 1 to Consulting Services Agreement 23Q112 with AECOM Technical Services, Inc., in the additional amount of $372,711.02 for a total revised contract amount not to exceed $3,547,349.02 for the design of an inline baggage handling system for the Palm Springs International Airport.

1. Appropriate $125,000 from Airport Capital Project Fund 416 to Airport Account 4167065.80000 for Fiscal Year 2023-24, and $247,711.02 from Airport Capital Project Fund 416 to Airport Account 4167065.80000 for Fiscal Year 2024-25.

2. 3. Authorize the City Manager or designee to execute all necessary documents.

H. APPROVE AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 23B043 WITH WGJ ENTERPRISES, INC. DBA PCI, FOR AIRFIELD RUBBER AND

PAINT REMOVAL SERVICES AT THE PALM SPRINGS INTERNATIONAL

AIRPORT
RECOMMENDATION:

Approve Amendment No. 1 to Contract Services Agreement No. 23B043 with WGJ Enterprises, Inc. dba PCI, in the additional amount of $245,000 for a total revised contract amount not to exceed $905,000 for airfield rubber and paint removal services at the Palm Springs International Airport.

1. Appropriate $245,000 from Airport Fund 415 to Airport account 4157030.40105 budget for Fiscal Year 2024-25.

2. 3. Authorize the City Manager or designee to execute all necessary documents.

I. APPROVE CONTRACT SERVICES AGREEMENT NO. 24B092 WITH UNIVERSAL GREEN LLC FOR LANDSCAPE AND GROUNDS MAINTENANCE SERVICES –

ASSESSMENT DISTRICTS
RECOMMENDATION:

Approve Contract Services Agreement 24B092 with Universal Green LLC, to provide landscape and grounds maintenance services for the assessment districts in an amount not to exceed $887,055, subject to annual price adjustments, for the initial three-year term beginning July 1, 2024, through June 30, 2027, with two one-year extension options at the City’s sole discretion; and

1. 2. Authorize the City Manager or his designee to execute all necessary documents.

May 23, 2024 City Council Regular Meeting Agenda 6
J. APPROVE CONTRACT SERVICES AGREEMENT NO. 24B099 WITH MARIPOSA LANDSCAPES, INC. FOR LANDSCAPE AND GROUNDS MAINTENANCE
SERVICES – CITY PARKS
RECOMMENDATION:

Approve Contract Services Agreement 24B099 with Mariposa Landscapes, Inc. to provide landscape and grounds maintenance services for City parks in an amount not to exceed $4,170,983.06 for the initial three-year term, subject to annual price adjustments, beginning July 1, 2024, through June 30, 2027, with two one-year extension options at the City’s sole discretion; and

1. 2. Authorize the City Manager or his designee to execute all necessary documents.

K. APPROVE CONTRACT SERVICES AGREEMENT NO. 24B095 WITH UNIVERSAL GREEN LLC, FOR LANDSCAPE AND GROUNDS MAINTENANCE SERVICES –

MEDIANS AND PARKWAYS
RECOMMENDATION:

Approve Contract Services Agreement 24B095 with Universal Green LLC, to provide landscape and grounds maintenance services for City’s medians and parkways in an amount not to exceed $1,482,260, subject to annual price adjustments, for the initial three-year term beginning July 1, 2024, through June 30, 2027, with two one-year extension options at the City’s sole discretion; and

1. 2. Authorize the City Manager or his designee to execute all necessary documents.

L. ACCEPT AN EMERGENCY MANAGEMENT PERFORMANCE GRANT AWARD IN THE AMOUNT OF $12,475 FROM THE CALIFORNIA OFFICE OF EMERGENCY

SERVICES, THROUGH THE COUNTY OF RIVERSIDE EMERGENCY

MANAGEMENT DEPARTMENT, FOR THE PURCHASE OF SATELLITE DATA EQUIPMENT FOR THE CITY’S EMERGENCY OPERATIONS CENTER
RECOMMENDATION:

Approve the acceptance of a Fiscal Year 2023 Emergency Management Performance Grant Award in the amount of $12,475 from the California Office of Emergency Services (CalOES), through the County of Riverside Emergency Management Department.

1. Adopt Resolution No. entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, DESIGNATING AND

AUTHORIZING CERTAIN CITY OFFICIALS TO EXECUTE APPLICATIONS

AND DOCUMENTS FOR THE PURPOSES OF OBTAINING FEDERAL

FINANCIAL ASSISTANCE PROVIDED BY THE FEDERAL DEPARTMENT OF

HOMELAND SECURITY AND SUB-GRANTED THROUGH THE STATE OF
CALIFORNIA AND THE COUNTY OF RIVERSIDE.”

2. 3. Authorize the City Manager to execute all necessary documents.

M. ACCEPT A STATE HOMELAND SECURITY PROGRAM GRANT AWARD IN THE May 23, 2024 City Council Regular Meeting Agenda 7
M. ACCEPT A STATE HOMELAND SECURITY PROGRAM GRANT AWARD IN THE AMOUNT OF $74,739 FROM THE CALIFORNIA OFFICE OF EMERGENCY

SERVICES, THROUGH THE COUNTY OF RIVERSIDE EMERGENCY

MANAGEMENT DEPARTMENT, FOR THE PURCHASE OF INTEROPERABLE

COMMUNICATIONS EQUIPMENT FOR LAW ENFORCEMENT, AND CERT

TRAINING, EQUIPMENT, AND PERSONNEL COSTS
RECOMMENDATION:

Approve the acceptance of a Fiscal Year 2023 State Homeland Security Program Grant Award from the California Office of Emergency Services (CalOES), through the County of Riverside Emergency Management Department, in the amount of $74,739.

1. Adopt Resolution No. entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, DESIGNATING AND

AUTHORIZING CERTAIN CITY OFFICIALS TO EXECUTE APPLICATIONS

AND DOCUMENTS FOR THE PURPOSES OF OBTAINING FEDERAL

FINANCIAL ASSISTANCE PROVIDED BY THE FEDERAL DEPARTMENT OF

HOMELAND SECURITY AND SUB-GRANTED THROUGH THE STATE OF
CALIFORNIA AND THE COUNTY OF RIVERSIDE.”

2. 3. Authorize the City Manager to execute all necessary documents.

N. APPROVE A PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL

PROJECT ADMINISTRATION SERVICES
RECOMMENDATION:

Approve Professional Services Agreement No. 24Q094 with NAI Consulting, Inc. to provide on-call project administration services for an amount not to exceed $2,000,000 for a term of five (5) years.

1. Authorize the City Manager or designee to execute all necessary Agreements and authorize the City Engineer to execute all task orders that fall under the agreement value.

2. O. CLARIFICATION OF THE CITY’S PROCUREMENT POLICIES
RECOMMENDATION:

Receive and file.

May 23, 2024 City Council Regular Meeting Agenda 8
P. AUTHORIZE A TASK ORDER IN THE AMOUNT OF $114,000 WITH KIMLEY-HORN AND ASSOCIATES INC., PURSUANT TO ON-CALL
AGREEMENT A8342, FOR THE ADVANCE PEDESTRIAN CROSSING
UPGRADES, CITY PROJECT NO. 24-03
RECOMMENDATION:

Authorize a Task Order with Kimley-Horn and Associates, Inc., pursuant to On-Call Agreement No. A8342, in an amount not to exceed $114,000 for traffic engineering services for the Advance Pedestrian Crossing Upgrades, City Project No. 24-03; and,

1. 2. Authorize the City Manager to execute all necessary documents.

Q. A REQUEST BY LOGAN ADAIR, ON BEHALF OF THE PALM SPRINGS

INTERNATIONAL AIRPORT, FOR THE APPROVAL OF AN ART MURAL TITLED “PALM SPRINGS WELCOMES YOU” LOCATED ON A PORTION OF

THE REGIONAL CONCOURSE WALL WITHIN THE AIRPORT LOCATED AT 3400 EAST TAHQUITZ CANYON WAY, ZONE A, (APN: 677-280-010) (CASE MUR 2024-0002)
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AN ART MURAL TITLED “PALM SPRINGS WELCOMES YOU” PAINTED ON THE REGIONAL
CONCOURSE WALL, LOCATED AT 3400 EAST TAHQUITZ CANYON DRIVE, WITHIN THE PALM SPRINGS INTERNATIONAL AIRPORT (APN: 677-280-010) (CASE MUR 2024-0002).”
R. ACCEPTANCE OF THE BARISTO PARK SHADE STRUCTURES, CITY PROJECT NO. 22-25
RECOMMENDATION:

Accept the Capital Improvement Project identified as the Baristo Park Shade Structures, City Project 22-25 (“Project”), as completed in accordance with the plans and specifications; and

1. Authorize the City Engineer to execute and file for recordation with the Riverside County Recorder a Notice of Completion for the Baristo Park Shade Structures, City Project 22-25.

2. S. CANCELATION OF THE PALM CANYON DRIVE/INDIAN CANYON DRIVE/CAMINO PAROCELA TRAFFIC ROUNDABOUT, CITY PROJECT NO. 20-03
RECOMMENDATION:

Approve termination of the Palm Canyon Drive/Indian Canyon Drive/Camino Parocela Traffic Roundabout Project, City Project No. 20-03.

May 23, 2024 City Council Regular Meeting Agenda 9
T. APPROVE FUNDING FOR REPAIRS TO GEORGE FLOYD MURAL
RECOMMENDATION:

Approve expenditure of Public Art Funds in the amount of $3,500 to repair the George Floyd mural located at 311 North Indian Canyon Drive.

1. Approve expenditure of Public Art Funds in the amount of $500 to hire a photographer to create high-resolution photographs of the repaired mural.

2. EXCLUDED CONSENT CALENDAR: Items removed from the Consent Calendar for separate discussion are considered at this time.

2. PUBLIC HEARINGS:

A. DELINQUENT WASTE DISPOSAL CHARGES
RECOMMENDATION:

1. Open the public hearing and receive public testimony.

Adopt Resolution No. entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, DETERMINING CERTAIN

WASTE DISPOSAL ACCOUNTS TO BE DELINQUENT AND DIRECTING

THE PLACEMENT OF THESE ACCOUNTS ON THE COUNTY PROPERTY
TAX ROLLS FOR COLLECTION.”

2. B. AN APPLICATION BY JANE LUNDIN REPRESENTED BY THE PALM SPRINGS PRESERVATION FOUNDATION FOR HISTORIC DESIGNATION OF “THE M.H.

ATIKIAN BUILDING” LOCATED AT 120 WEST ARENAS ROAD, CASE HSPB #147 (APN #513-143-006)
RECOMMENDATION:

1. Open the public hearing and receive public testimony.

2. Close the public hearing and adopt Resolution No. entitled, “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, DESIGNATING “THE M.H. ATIKIAN BUILDING” LOCATED AT 120 WEST AREANS ROAD, AS A CLASS 2 (HISTORIC MERIT)
HISTORIC RESOURCE HSPB #147, SUBJECT TO CONDITIONS (APN #513-143-006).

May 23, 2024 City Council Regular Meeting Agenda 10
C. AN APPLICATION BY TOM ELLICOTT AND KEVIN PALMER REPRESENTED

BY THE PALM SPRINGS PRESERVATION FOUNDATION FOR HISTORIC DESIGNATION OF “THE ALVAH AND TERESA HICKS RESIDENCE”
LOCATED AT 701 NORTH PATENCIO ROAD, CASE HSPB #155
RECOMMENDATION:

1. Open the public hearing and receive public testimony.

Close the public hearing and adopt Resolution No. entitled, “A RESOLUTION

OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, DESIGNATING “THE ALVAH AND TERESA HICKS RESIDENCE” LOCATED AT 701 NORTH PATENCIO ROAD, AS A CLASS 2 (HISTORIC MERIT) HISTORIC RESOURCE HSPB #155, SUBJECT TO CONDITIONS (APN 505-291-005).”

2. D. AN APPLICATION BY OCOTILLO LODGE OWNERS’ ASSOCIATION (OLOA) REPRESENTED BY CHATTEL INC. FOR HISTORIC DISTRICT DESIGNATION OF THE “OCOTILLO LODGE” LOCATED AT 1111 EAST PALM CANYON DRIVE, HSPB #154 / HD-11
RECOMMENDATION:

1. Open the public hearing and receive public testimony.

2. Close the public hearing and adopt Resolution No. entitled, A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, DESIGNATING THE “OCOTILLO LODGE” LOCATED AT 1111 EAST PALM CANYON DRIVE, AS A HISTORIC DISTRICT (HSPB #154 / HD-11), SUBJECT TO CONDITIONS (APNs 511-035-001 THROUGH 511-035-128).”

3. BUSINESS & LEGISLATIVE:

A. DESIGNATION OF AN ALTERNATE FOR THE RIVERSIDE COUNTY

TRANSPORTATION COMMISSION
RECOMMENDATION:

Designate an alternate to the Riverside County Transportation Commission, and amend the 2024 Roster of City Council Subcommittees, Appointees, Liaisons, and Representatives To External Organizations.

May 23, 2024 City Council Regular Meeting Agenda 11
B. A JOINT ACTION BY THE CITY COUNCIL, ON BEHALF OF THE CITY AND THE

HOUSING SUCCESSOR AGENCY, TO APPROVE DISPOSITION AND
DEVELOPMENT AGREEMENT NO. 23P369 WITH NEIGHBORHOOD
PARTNERSHIP HOUSING SERVICES, INC. FOR DISPOSITION OF REAL

PROPERTY FOR DEVELOPMENT OF A HOMEOWNERSHIP OPPORTUNITY

PROGRAM AND APPROVE A JOINT RESOLUTION DECLARING REAL
PROPERTY AS EXEMPT PROPERTY; APPROVAL OF CONDITIONAL GRANT

AGREEMENT FOR CITY TO PROVIDE FINANCIAL ASSISTANCE FOR

DEVELOPMENT OF RESIDENTIAL HOUSING
RECOMMENDATION:

Approve Disposition and Development Agreement No. 23P369 with Neighborhood Partnership Housing Services, Inc., or its affiliate, NPHS Community Redevelopment, Inc., a California Nonprofit Corporation, to provide for the sale of real property for development of a homeownership opportunity program and provide a grant to NPHS in an amount not to exceed $2,815,570 for construction of six (6) single-family homes.

1. Adopt Joint Resolution No. entitled, “A RESOLUTION BY THE CITY COUNCIL

OF THE CITY OF PALM SPRINGS, ON BEHALF OF THE CITY AND ON

BEHALF OF THE HOUSING SUCCESSOR AGENCY FOR THE COMMUNITY

REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, DECLARING REAL PROPERTY AS EXEMPT SURPLUS LAND (APN: 669-353-001, 669-401-010, and 401-401-039).

2. 3. Authorize the City Manager or designee to execute all necessary documents.

PUBLIC COMMENT: (Non-Agenda Items) This time has been set aside for members of the public to address the City Council on items of general interest within the subject matter jurisdiction of the City. Although the City Council values your comments, pursuant to the Brown Act, it generally cannot take any action on items not listed on the posted agenda. Two (2) minutes will be assigned to each speaker.

CITY COUNCIL AND CITY MANAGER COMMENTS, REPORTS, & AGENDA DEVELOPMENT: This time is set aside for the City Council and City Manager to provide additional general comments and reports. Additionally, the City Council and City Manager may briefly discuss items of concern and prioritize agenda items for future meeting dates.

May 23, 2024 City Council Regular Meeting Agenda 12
ADJOURNMENT:

AFFIDAVIT OF POSTING
State of California )
County of Riverside ) ss.

City of Palm Springs )

I, Brenda Pree, City Clerk of the City of Palm Springs, California, hereby certify this Agenda was delivered to each member of the City Council, provided to all parties who have requested such notice, posted at City Hall before 5:00 p.m., on May 20, 2024, and posted on the City’s website as required by established policies and procedures.

____________________________
Brenda Pree, MMC, CERA
City Clerk

P U B L I C N O T I C E S

Pursuant to G.C. Section 54957.5(b)(2) the designated office for inspection of records in connection with the meeting is the Office of the City Clerk, City Hall, 3200 E. Tahquitz Canyon Way. Complete Agenda Packets are available for public inspection at: City Hall Office of the City Clerk. Agenda and staff reports are available on the City’s website www.palmspringsca.gov. If you would like additional information on any item appearing on this agenda, please contact the Office of the City Clerk at (760) 323-8204.

It is the intention of the City of Palm Springs to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a participant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the City will attempt to accommodate you in every reasonable manner. Please contact the Office of the City Clerk, (760) 323-8204, at least 48 hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible.

May 23, 2024 City Council Regular Meeting Agenda 13

CITY COUNCIL STAFF REPORT
DATE: May 23, 2024 CONSENT CALENDAR
SUBJECT: RESOLUTIONS CALLING THE NOVEMBER 5, 2024, GENERAL

MUNICIPAL ELECTION, REQUESTING CONSOLIDATION OF THE

GENERAL MUNICIPAL ELECTION WITH THE STATEWIDE GENERAL

ELECTION AND ADOPTING REGULATIONS FOR CANDIDATE

STATEMENTS
FROM: Scott C. Stiles, City Manager
BY: Brenda Pree, City Clerk
SUMMARY:

The City Council is being requested to call the General Municipal Election to be held on November 5, 2024, to elect Members to the City Council for Districts 4, and 5, each for a full term of four years. Adoption of these resolutions will request consolidation of the election with the County as well as set regulations for Candidates Statements.

RECOMMENDATION:

1. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, CALLING AND GIVING NOTICE OF

THE HOLDING OF A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024, FOR THE ELECTION OF CERTAIN OFFICERS, AS

REQUIRED BY THE PROVISIONS OF THE LAWS OF THE STATE OF
CALIFORNIA AND CITY CHARTER.”

2. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, REQUESTING THE BOARD OF

SUPERVISORS OF THE COUNTY OF RIVERSIDE TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024, WITH

THE STATEWIDE GENERAL ELECTION TO BE HELD ON THAT DATE
PURSUANT TO §10403 OF THE ELECTIONS CODE.”

3. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING REGULATIONS FOR

CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO CANDIDATE

STATEMENTS SUBMITTED TO THE VOTERS AT THE GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024.”
Item 1A - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Calling and Giving Notice of the General Municipal Election, November 5, 2024 BACKGROUND:

Pursuant to Palm Springs Municipal Code Section 2.02.010, the City shall hold its General Municipal Election on November 5, 2024, to elect Members of the City Council for Districts 4 and 5, each for a full term of four years.

Three resolutions are necessary to facilitate the City’s November 5, 2024, General Municipal Election:

1. Calling the Election. This Resolution calls and gives notice of the election; directs the City Clerk to give further notice as provided for in the California Elections Code and provides for the City Clerk or the Registrar of Voters to conduct and complete the canvass.

2. Requesting Consolidation with the Statewide General Election. This resolution requests that the County Board of Supervisors to permit the consolidation of the General Municipal Election with the Statewide General Election also being held on the same date. This is required under the California Elections Code when the Municipal Election is held on a Statewide Election date.

For practical purposes, this permits the Registrar of Voters to prepare and furnish any and all supplies and to conduct the Municipal Election on the City’s behalf. To foster efficiency, all applicable Federal, State, County, City and other local candidates and issues are “consolidated” into one ballot that the voter receives, and the County Registrar of Voters will tally the final results and report them to the City Clerk. Despite the County processing the election logistics, all candidate filings, including nomination documents, Candidate Statements, Statements of Economic Interests, and Campaign Disclosure Statements, will be filed and processed through the City Clerk’s Office.

3. Candidate Statement. This resolution adopts rules and regulations for the submission of candidate statements as required by Section 13307 of the California Elections Code, Palm Springs Municipal Code Section 2.02.035, and the required payment for translation and printing of said statements.

Pursuant to Palm Springs Municipal Code Section 2.02.020, the official period for a candidate to pull and file nomination papers is July 15, 2024, to August 9, 2024, and each candidate shall be proposed by not less than 80 nor more than 120 voters of the District.

Additionally, if an incumbent eligible to run does not file by the end of the nomination period, an extended nomination period will apply, pursuant to the Elections Code Section 10225, and candidates other than the person who was the incumbent may file nomination papers for that office until August 14, 2024.

FISCAL IMPACT:

The cost of the election will be influenced by the number of candidates filing for elected office. It is estimated that the election will cost approximately $100,000. There are sufficient funds in the City Clerk’s budget to pay those costs.

Item 1A - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Calling and Giving Notice of the General Municipal Election, November 5, 2024 REVIEWED BY:

Department Director: Brenda Pree
City Manager: Scott Stiles
ATTACHMENTS:

A. Resolution Calling the Election
B. Resolution Requesting Consolidation
C. Resolution on Candidate Statements
Item 1A - Page 3

ATTACHMENT A
Item 1A - Page 4
RESOLUTION NO. ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, CALLING AND GIVING

NOTICE OF THE HOLDING OF A GENERAL MUNICIPAL
ELECTION TO BE HELD ON NOVEMBER 5, 2024, FOR THE

ELECTION OF CERTAIN OFFICERS, AS REQUIRED BY

THE PROVISIONS OF THE LAWS OF THE STATE OF
CALIFORNIA AND CITY CHARTER.

WHEREAS, pursuant to Palm Springs Municipal Code Section 2.02.010 a General Municipal Election shall be held on November 5, 2024, for the election of two Members to the City Council for District 4 and 5, each for a full term of four years; and WHEREAS, the Charter of the Palm Springs, Section 802, requires that elections shall be held in accordance with the provisions of the California Elections Code, unless otherwise provided by ordinance.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the foregoing Recitals are true and correct and are incorporated herein by this reference.

SECTION 2. That pursuant to the requirements of the Charter of the Palm Springs, Palm Springs Municipal Code, and the laws of the State of California relating to elections; there is called and ordered to be held in the City of Palm Springs, California, on November 5, 2024, a General Municipal Election for the purpose of electing two Members to the City Council for Districts 4 and 5, each for a full term of four years.

SECTION 3. That the ballots to be used at the election shall be in form and content as required by law.

SECTION 4. That the City Clerk is authorized, instructed, and directed to coordinate with the County of Riverside Registrar of Voters to procure and furnish any and all official ballots, notices, printed matter and supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election.

SECTION 5. That the vote center locations and hours of operations, ballot drop box locations and hours of operations, vote-by-mail procedures and timing, the election officers, and all other persons and procedures for the General Municipal Election shall be the same as those utilized by the County of Riverside and in compliance with the Elections Code of the State of California.

SECTION 6. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding municipal elections.

SECTION 7. That notice of the time and place of holding the election is given and Item 1A - Page 5
Resolution No. ___

the City Clerk is authorized, instructed, and directed to give further or additional notice of the election, in time, form, and manner as required by law.

SECTION 8. That in the event of a tie vote (if any two or more persons receive an equal and the highest number of votes for an office) as certified by the Election Official, the City Council shall set a date and time and place and summon the candidates who have received the tie votes to appear and will determine the tie by lot.

SECTION 9. Pursuant to Section 10263 and 10403 of the California Elections Code, the canvass of the General Municipal Election is requested to be made by the Registrar of Voters of County of Riverside and, upon completion, the City Clerk shall receive the results of the canvass.

SECTION 10. The City Council authorizes the City Clerk to administer said election and all reasonable and actual election expenses shall be paid by the City upon presentation of a properly submitted bill.

SECTION 11. The City Clerk is hereby directed to deliver a certified copy of this resolution with the Board of Supervisors of the County of Riverside and the Riverside County Registrar of Voters.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS ____ DAY OF ________, 2024.
________________________________
Scott Stiles
City Manager
ATTEST:
_____________________________
Brenda Pree, MMC, CERA
City Clerk
Item 1A - Page 6
Resolution No. ___

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. _____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on the ___ day of ____,2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________. ________________________________
Brenda Pree, MMC, CERA
City Clerk
Item 1A - Page 7

ATTACHMENT B
Item 1A - Page 8
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, REQUESTING THE BOARD

OF SUPERVISORS OF THE COUNTY OF RIVERSIDE TO

CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE
HELD ON NOVEMBER 5, 2024, WITH THE STATEWIDE

GENERAL ELECTION TO BE HELD ON THAT DATE
PURSUANT TO §10403 OF THE ELECTIONS CODE
WHEREAS, on ________, 2024, the City Council of the City of Palm Springs adopted Resolution No. 2024-____, calling a General Municipal Election to be held on November 5, 2024 for the purpose of electing two Members to the City Council representing Districts 4 and 5, each for a full term of four years; and WHEREAS, it is therefore desirable that the General Municipal Election be consolidated with the Statewide General Election to be held on the same date and that within the City the precincts, polling places and election officers of the two elections be the same, and that the election department of the County of Riverside canvass the returns of the General Municipal Election and that the election be held in all respects as if there were only one election.

WHEREAS, all necessary expenses in performing these services shall be paid by the City of Palm Springs.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the foregoing Recitals are true and correct and are incorporated herein by this reference.

SECTION 2. Request for Consolidation. Pursuant to the requirements of §10403 of the Elections Code, the Board of Supervisors of the County of Riverside is hereby requested to consent and agree to the consolidation of a General Municipal Election with the Statewide General Election on Tuesday, November 5, 2024, for the purpose of electing two Members to the City Council representing Districts 4 and 5, each for a full term of four years.

SECTION 3. Canvass of Returns. The County election department is authorized to canvass the returns and perform all other proceedings incidental to and connected with the General Municipal Election. The Election shall be held in all respects as if there were only one election, and only one form of ballot shall be used. Pursuant to California Elections Code Sections 10403 and 10418, the election will be held and conducted in accordance with the provisions of law regulating the Statewide General Election.

SECTION 4. Necessary Steps. The Board of Supervisors is requested to issue instructions to the County election department to take any and all steps necessary for the holding of the consolidated election.

Item 1A - Page 9
Resolution No. ___

SECTION 5. That the City of Palm Springs shall reimburse the County of Riverside for all services performed when the work is completed and upon presentation to the City a properly approved bill.

SECTION 6. The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors and the Registrar of Voters for the County of Riverside.

SECTION 7. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS ______ DAY OF ______, 2024.
________________________________
Scott Stiles
ATTEST: City Manager
_____________________________
Brenda Pree, MMC, CERA
City Clerk
Item 1A - Page 10
Resolution No. ___

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ______ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on the ___day of ____, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________. ________________________________
Brenda Pree, MMC, CERA
City Clerk
Item 1A - Page 11

ATTACHMENT C
Item 1A - Page 12
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, ADOPTING REGULATIONS

FOR CANDIDATES FOR ELECTIVE OFFICE PERTAINING
TO CANDIDATE’S STATEMENTS SUBMITTED TO THE

VOTERS AT THE GENERAL MUNICIPAL ELECTION TO BE
HELD ON NOVEMBER 5, 2024.

WHEREAS, Section 13307 of the Elections Code of the State of California provides that the governing body of the local agency adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs of the candidate statement.

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the foregoing Recitals are true and correct and are incorporated herein by this reference.

SECTION 2. GENERAL PROVISIONS.

Pursuant to Sections 13307 and 13308 of the Elections Code of the State of California, each candidate for elective office to be voted for at the City of Palm Springs General Municipal Election to be held on November 5, 2024, may prepare a candidate’s statement on an appropriate form provided by the City Clerk. The statement may include the name, age, and occupation of the candidate and a brief description of no more than 200 words of the candidate’s education and qualifications expressed by the candidate himself or herself. The statement shall not include party affiliation of the candidate, nor membership or activity in partisan political organizations. In addition, the statement shall be limited to a recitation of the candidate’s own personal background and qualifications and shall not in any way make reference to other candidates for that office or to another candidate’s qualifications, character, or activities. The statement shall be filed in typewritten form in the office of the City Clerk at the time the candidate’s nomination papers are filed. The statement may be withdrawn, but not changed, during the period for filing nomination papers and until 5:00 p.m. of the next working day after the close of the nomination period.

The City Clerk is NOT permitted to edit any material contained in candidate statements. Candidates are responsible for proofreading spelling, punctuation, and grammar. Since the statement cannot be changed after it is submitted, it is important for candidates to carefully prepare and proofread their statements. Pursuant to the Palm Springs Municipal Code §2.02.035, the City Clerk shall not cause to be printed or circulated any statement which the City Clerk determines does not comply with the provisions of the Elections Code. The City Clerk, in his or her sole discretion, after first attempting to consult with the candidate, may strike or modify the portion or portions of the candidate statement Item 1A - Page 13
Resolution No. ____

that is not in compliance and thereafter cause to be printed and circulated the candidate’s statement as redacted or modified. (Ordinance No. 1820, adopted May 15, 2013) SECTION 3. FOREIGN LANGUAGE POLICY.

Pursuant to the Federal Voting Rights Act, candidates statements will be translated into all languages required by the County of Riverside. The County is required to translate candidates statements into the following language(s): Spanish.

The County will print and mail voter information guides and candidates statements to all voters in English and Spanish or the County will send voter information guides and candidate statements in Spanish to only those voters who are on the county voter file as having requested a voter information guide in a particular language. The County will make the voter information guide and candidates statements in the required languages available at all polling places, on the County’s website, and in the Election Official’s office.

SECTION 4. MISCELLANEOUS.
a. All translations shall be provided by professionally-certified translators. b. The City Clerk shall comply with all recommendations and standards set forth the California Secretary of State regarding occupational designations and other matters relating to elections.

SECTION 5. ADDITIONAL MATERIALS.

No candidate will be permitted to include additional materials in the voter information guide.

SECTION 6. PAYMENT.

The candidate shall be required to pay for the cost of translating the candidates statements into any required foreign language pursuant to Federal and/or State law.

The candidate shall be required to pay for the cost of printing the candidates statement in English and any foreign language as required in the voter information guide.

The City Clerk shall estimate the total cost of printing, handling, translating, and mailing the candidate’s statements filed pursuant to this section, including costs incurred as a result of complying with the Voting Rights Act of 1965 (as amended), and require each candidate filing a statement to pay in advance to the City, his or her estimated pro rata share as a condition of having the candidate statement included in the voter information guide.

The estimate is just an approximation of the actual costs that varies from one election to another election and may be significantly more or less than the estimate, Item 1A - Page 14
Resolution No. ____

depending on the actual number of candidates filing statements. Accordingly, the City Clerk is not bound by the estimate and may, on a pro rata basis, bill the candidate for additional actual expenses or refund any excess paid depending on the final actual cost.

SECTION 7. The City Clerk is directed to provide each candidate or the candidate’s representative a copy of this Resolution at the time nomination papers are issued.

SECTION 8. All previous resolutions adopting regulations for candidate statements are repealed.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS ____ DAY OF _____, 2024.
________________________________
Scott Stiles
City Manager
ATTEST:
_____________________________
Brenda Pree, MMC, CERA
City Clerk
Item 1A - Page 15
Resolution No. ____

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on the ___ day of ____, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________. ________________________________
Brenda Pree
City Clerk
Item 1A - Page 16

CITY COUNCIL STAFF REPORT
DATE: MAY 23, 2024 CONSENT CALENDAR
SUBJECT: STAFF AUTHORIZED AGREEMENTS AND PURCHASE ORDERS FOR THE PERIOD OF APRIL 1 THROUGH APRIL 30, 2024
FROM: Scott C. Stiles, City Manager
BY: Procurement and Contracting Department
RECOMMENDATION:

Receive and file the report of Staff Authorized Agreements (Attachment A) and Purchase Orders (Attachment B) for the period of April 1 through April 30, 2024.

STAFF ANALYSIS:

The City’s policies and procedures provide the City Manager and designated staff authority to enter into agreements and purchase orders which are $75,000 or less, and certain other amendments and change orders as previously approved by the City Council.

Palm Springs Municipal Code §7.02.030(l) requires a monthly report be submitted to the City Manager.

The original contract documents are on file in the Office of the City Clerk and purchase orders are on file in the Procurement and Contracting Department.

REVIEWED BY:

Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. City Manager or designee authorized agreements for April 2024 B. Purchase orders for April 2024
Item 1B - Page 1
==========L__ ==~======---__

ATTACHMENT A

Item 1B - Page 2

STAFF AUTHORIZED AGREEMENTS
APRIL 1, 2024 - APRIL 30, 2024
DEPT CONTRACT # CONTRACT DESCRIPTION VENDOR CONTRACT
TOTAL
CITY MANAGER 24I090 NEURODIVERSE EMPLOYER TRAINING/CERTIFICATION INTERNATIONAL BOARD OF

CREDENTIALING AND CONTINUING

EDUCATION STANDARDS
$10,250.00
BUILDING & SAFETY 24I087 CAR WASH SERVICES GERGIS YOUSEF $7,500.00 COMMUNICATIONS 24I074 UPPER WEST SIDE NEIGHBORHOOD BLADE SIGN

INSTALLATION
ST. FRANCIS ELECTRIC, LLC $1,331.25
24I077 IVS SOFTWARE SERVICE AGREEMENT INTELLIGENT VIDEO SOLUTION $2,268.00 24I084 OCE SCANNER 30000MFP WITH MAINTENANCE ARC DOCUMENT SOLUTIONS, LLC DBA

ARC IMAGING RESOURCES
$19,980.16
24I085 ENERGOV POST GO-LIVE SERVICES PARK CONSULTING GROUP, INC. $9,800.00 24I088 SMARTSHEET DELIVERY SERVICES DIGITAL RADIUS, LLC $45,470.00 24I091 CABLING-PSP-LEO'S OFFICE MOVE ENDLESS ENDEAVORS DBA PRECISION

TECHNOLOGIES
$6,097.94

SPECIAL PROGRAMS

COMPLIANCE
24I076 VACANT LOT CLEAN-UP: GRANDA AVE / W BON AIR

DRIVE PALM SPRINGS
SO CAL LAND MAINTENANCE INC $3,250.00

PROCUREMENT &

CONTRACTING
24I079 AV FOR COACHELLA VALLEY PROCUREMENT

VENDOR FAIR

ENCORE / AEG MANAGEMENT PALM

SPRINGS
$3,000.00
24F081 FAÇADE IMPROVEMENT GRANT AGREEMENT TREVOR WAYNE INC $1,968.00 24F086 FAÇADE IMPROVEMENT GRANT AGREEMENT FRISKY BUSINESS PALM SPRINGS CAT CAFÉ $431.00

RECREATION

DEPARTMENT
24I073 FIREWORKS FOR JULY 4TH PYRO SPECTACULARS INC $45,000.00 24S078 3SI TRACKERS WITH MONITORING SERVICES 3SI SECURITY SYSTEMS, INC. $14,260.39 24S080 BODY WORN CAMERA WARRANTY AGREEMENT -
WATCHGUARD - V300
MOTOROLA SOLUTIONS INC $29,375.00
FIRE DEPARTMENT 24I089 VEGETATION MANAGEMENT SO CAL LAND MAINTENANCE INC $75,000.00 AVIATION DEPARTMENT 24I075 TESTING, INSPECTION, & CALIBRATION OF 35

MEDIUM CAPACITY BAGGAGE SCALES
AMERICAN SCALE CO. INC. $4,395.12

INFO TECHNOLOGY

POLICE DEPARTMENT

COMMUNITY &
ECONOMIC DEV.

Item 1B - Page 3

ATTACHMENT B

Item 1B - Page 4

PURCHASE ORDERS
APRIL 1, 2024 - APRIL 30, 2024
DEPT PO # CONTRACT # PO DESCRIPTION VENDOR PO TOTAL
A/CITY MANAGER ADMIN 24001620 A8470 POST CSA-BAS CONTROLS MUNI COGEN & SUNRISE

CHILLER
ENGIE SERVICES U.S. INC. $58,072.00
24001482 A8410 STREET SMART SOFTWARE RENEWAL YEAR 5 OF 5 JUSTICETRAX INC $10,000.00 24001486 DEMUTH NETWORKING EQUIPMENT AMS.NET INC $13,764.19 24001501 A9324 DEMUTH FURNITURE ODP BUSINESS SOLUTIONS $18,406.32 24001504 24I066 PSP PERIMETER GATE #23 CARD READER PRECISION TECHNOLOGIES $2,007.75 24001530 A9194 DELL CARRYING CASES DELL MARKETING LP $1,740.90 24001537 24S072 ANNUAL SUBSCRIPTION-LIBSOFT PLUS SOFTWARE MK SOLUTIONS INC $4,038.36 24001538 BLANK BADGES FOR EMPLOYEES EASYBADGES LLC $806.27 24001548 24I064 HR AND TECH ROOM ACCESS CONTROL IT1 SOURCE LLC $27,464.32 24001572 OFFICE 365 LICENSES INSIGHT PUBLIC SECTOR INC $904.00 24001598 CITY HALL WIRELESS CONTROLLERS IT1 SOURCE LLC $56,324.19 24001599 24I077 IVS SOFTWARE SERVICE AGREEMENT 3 YEAR INTELLIGENT VIDEO SOLUTION $2,268.00 24001600 24I003 HP T2600 PRINTER 3 YEAR MAINTENANCE STEVEN ENTERPRISES INC $2,642.00 24001604 ACTIVENET FARGO CARD PRINTER GLOBAL PAYMENTS INC $3,821.56 24001607 A9091 ESRI AGREEMENT RENEWAL YEAR 3 OF 3 ESRI $38,500.00 24001622 24I071 CUSTOMS CAMERAS PROJECT IT1 SOURCE LLC $43,599.83 24001628 A9194 APC UPS FOR STOCK DELL MARKETING LP $2,437.67 24001505 24I017 SHREDDING AND RECYCLING SERVICES DESERT ARC $585.00 24001626 A9065 LOCK SERVICES WITH VALLEY LOCK AND SAFE VALLEY LOCK AND SAFE $190.00 24001544 PRINTING: PROCUREMENT BROCHURES FOR VENDOR
FAIR
ACE PRINTING $522.22
24001566 24I079 AV FOR COACHELLA VALLEY PROCUREMENT VENDOR FAIR
AVSC HOLDING CORPORATION $3,000.00
24001609 KEENAN INSURANCE: ADDITIONAL FIRE TRUCKS KEENAN AND ASSOCIATES $554.00

COMMUNITY &
ECONOMIC DEV.
24001484 24I054 CONSULTING SERVICES: ECONOMIC IMPACT PARKLET STUDY
KEYSER MARSTON ASSOCIATES INC $10,000.00
24001150 A9296 STAGING TRAILER TOW FOR EVENT JANUARY 26TH, 2024
PLAZA TOWING INC $900.00
24001615 GOLD FINES DECOMPOSED GRANITE SOUTHWEST BOULDER AND STONE INC $4,916.25 24001487 CLAY & CONDITIONER MIX FOR SOFTBALL FIELDS CORONA CLAY COMPANY $5,743.13 24001489 23I075 DJ SERVICES FOR MEMORIAL DAY EVENT LUIS AZARCOYA $950.00 24001536 WOMEN HISTORY MONTH SIGNS IMAGE360 PALM DESERT $2,887.29 24001562 A9082 LIGHT TOWER AND GENERATORS UNITED RENTALS $1,160.25 24001596 DECK STORAGE BENCH & ACCESSORIES SCP DISTRIBUTORS LLC $1,563.64 24001597 24I073 FIREWORKS FOR JULY 4TH PYRO SPECTACULARS INC $45,000.00 24001614 FOAM MATS FOR ACTIVITY CLASS VARSITY BRANDS HOLDING CO INC $5,276.21 24001627 SUMMER CAMP TIE DYE SHIRTS SCARLIGHT LLC $8,813.99

SPECIAL PROGRAMS

COMPLIANCE

INFO TECHNOLOGY

PARKS MAINTENANCE

MECHANICS

RECREATION

DEPARTMENT

PROCUREMENT &

CONTRACTING

Item 1B - Page 5

PURCHASE ORDERS
APRIL 1, 2024 - APRIL 30, 2024
DEPT PO # CONTRACT # PO DESCRIPTION VENDOR PO TOTAL
24001519 24I067 CLEANING OF THE DISPATCH CONSOLES CONSOLE CLEANING SPECIALISTS INC $3,081.65 24001520 PUSH TO TALK - HARRIS RADIOS SAFARILAND LLC $1,485.93 24001567 BELT CLIPS (30) DAILEY AND WELLS COMMUNICATIONS INC
$540.79
24001574 24S080 WATCHGUARD - V300 NO FAULT WARRANTY MOTOROLA SOLUTIONS INC $29,375.00 24001606 24I037 TRANSCRIPT SERVICES VERITEXT LLC $10,000.00 24001506 A9200 REPAIR ON MOBILE AIR COMPRESSOR COMPRESSED AIR SPECIALTIES INC $620.00 24001521 FLIR THERMAL CAMERA KIT ALLSTAR FIRE EQUIPMENT INC $2,935.72 24001594 STATION MATTRESSES MATTRESS FIRM INC $10,157.32 24001595 (8) EIGHT RECLINERS - STATION 3 & 5 MATHIS BROS OKLAHOMA CITY LLC $5,113.74 24001502 A9324 FURNITURE: OFFICE ODP BUSINESS SOLUTIONS $5,761.25 24001617 A8510 CONSULTING SERVICES - TASK ORDER #2 CHATTEL, INC $9,000.00 24001490 A9294 PSP SERVICE & REPAIR AGUA OUTER DOORS HINGEWERKS COMMERCIAL DOORS INC. $5,000.00 24001491 23Q388 PSP CONS ENGINEERING SERVICES R S AND H CALIFORNIA INC $50,000.00 24001492 23Q388 PSP ENGINEERING SERVICE TAXIWAY A R S AND H CALIFORNIA INC $46,395.00 24001493 23Q389 PSP ENVIRONMENTAL SERVICES R S AND H CALIFORNIA INC $20,000.00 24001494 23B204 PSP FENCE FOR PAINT SHOP RED HAWK SERVICES INC $17,153.16 24001495 A9071 PSP PLUMBING SERVICES KINCAID INDUSTRIES INC $8,168.34 24001496 A9071 PSP PLUMBING SERVICES KINCAID INDUSTRIES INC $7,048.86 24001503 24I063 PSP CONSULTING MARKETING RESEARCH KBSB AVIATION LLC $8,000.00 24001546 PSP ADVERTISING / PROMOTIONS BGF LLC / GAY DESERT GUIDE $10,000.00 24001549 A9001 PSP PEST CONTROL THE LLOYD PEST CONTROL $316.00 24001573 24I069 PSP FIRST AID/CPR/AED TRAINING AMERICAN NATIONAL RED CROSS & ITS

CONSTITUENT
$9,964.00
24001587 23C004 PSP ELEVATOR/ ESCALATOR SAFETY RAILS TK ELEVATOR CORPORATION $14,461.00 24001588 23B204 PSP FENCING REPAIRS RED HAWK SERVICES INC $6,404.97 24001589 A9183 PSP FIRE ALARM SERVICE JOHNSON CONTROLS US HOLDINGS LLC $6,000.00 24001590 23P201 PSP ICE TO VERIFY PAVEMENT MANAGEMENT SYSTEM COST
MARRS SERVICES INC $7,480.00
24001591 23B363 PSP KDW LANDSCAPING SERVICES DEANGELO CONTRACTING $12,000.00 24001616 A9190 PSP TOWING SERVICES MOHICA TOWING $600.00 24001636 23B067 PSP FABRIC ROOF SYS INSPECTION BIRDAIR INC $12,460.00 24001470 A9068 MBE CONSTRUCTION IS PLEASED TO PROPOSE ON

THE ABOV
M BREY ELECTRIC INC $11,603.00
24001485 A6772 OPERATIONS & MAINTENANCE - WWTP SOLAR TESLA ENERGY OPERATIONS INC $15,271.16 24001488 24I070 COMMERCIAL DRIVER'S LICENSE TRAINING COMMERCIAL TRANSPORTATION SERVICES INC
$7,338.64

FACILITIES

MAINTENANCE

PLANNING

AVIATION DEPARTMENT

FIRE DEPARTMENT

POLICE DEPARTMENT

Item 1B - Page 6

PURCHASE ORDERS
APRIL 1, 2024 - APRIL 30, 2024
DEPT PO # CONTRACT # PO DESCRIPTION VENDOR PO TOTAL
24001500 A8374 PUMPING, TRANSPORTATION & DISPOSAL/RECYCLING ALPHA PETROLEUM TRANSPORT INC $2,649.84 24001511 A8470 IHUB CVEP AHU2 AND VAV UPGRADE ENGIE SERVICES U.S. INC. $25,782.00 24001512 A8470 CITY HALL MZ-2 VFD ENGIE SERVICES U.S. INC. $33,742.00 24001526 24I060 PS STADIUM ASPHALT PAVING AMS PAVING INC $53,685.00 24001527 A9135 CITY YARD MAIN GATE REPAIR OLLIN DOCK & DOOR INC $2,000.00 24001539 A9135 REMOVE DAMAGED PHOTO EYES AND INSTALL NEW EST 1141
OLLIN DOCK & DOOR INC $2,117.21
24001540 A9135 REPAIR ROLL UP DOOR 2 AND 10, EST 1039 OLLIN DOCK & DOOR INC $3,668.52 24001550 A9155 INSTALL GASBOY ISLANDER PRIME CARD READER SYSTEM.

FUEL PROS INC $30,800.00
24001551 A9135 DOOR (2) WORN/BROKEN SLATS AT TOP OF DOOR EST 114
OLLIN DOCK & DOOR INC $8,431.14
24001552 A9135 MOTOR IS FAULTY AND STRUGGLES TO LIFT EST 1144 OLLIN DOCK & DOOR INC $7,809.08 24001553 23C360 STEP ASSEMBLY FOR MULTIPLE UNITS. 511,512,513 FIESTA FORD INC $2,202.19 24001554 A9135 PREVENTIVE MAINTENANCE INSPECTION ON DOORS OLLIN DOCK & DOOR INC $1,872.00 24001555 A9135 REMOVE AND REPLACE DAMAGED PHOTO EYES, OLLIN DOCK & DOOR INC $2,253.80 24001563 23B101 INSTALL PANIC BUTTONS AT CITY HALL. FIRE PROTECTION SERVICE CORPORATION $5,000.00 24001565 A9135 INSTALL NEW ROLL UP DOOR PD SALLY PORT GATE OLLIN DOCK & DOOR INC $27,925.66 24001582 A9082 STAFF TRAINING/CERTIFICATION UNITED RENTALS $7,884.00 24001584 23B003 REPAIR GATE/FENCING AT BELARDO PARKING

STRUCTURE
MOORE FENCE COMPANY INC $7,481.44
24001585 23B046 ANNUAL FIRE EXTINGUISHER SVS/MAINT FOR HR

BUILDING
DESERT FIRE EXTINGUISHER CO INC $156.93
24001592 A9069 HVAC DUCT CLEANING FIRE STATION 1 ALLISON MECHANICAL INC $12,533.75 24001602 23B046 FIRE EXTINGUISHER SERVICE DESERT FIRE EXTINGUISHER CO INC $335.13 24001603 23C029 FACILITY MANAGEMENT SOFTWARE AND SOLUTIONS BRIGHTLY SOFTWARE INC $37,187.05 24001610 24I058 FIRE SPRINKLER INSPECTION SERVICES SHASTA FIRE PROTECTION INC $3,300.00 24001619 A9071 CAMERA MOP SINK AT FIRE STATION #2 KINCAID INDUSTRIES INC $1,205.13 24001623 A9071 WATER LINE RE-PIPE FIRE STATION #1 KINCAID INDUSTRIES INC $71,270.00 24001624 23B003 REPLACE CHAIN LINK GATE AT BASEBALL STADIUM MOORE FENCE COMPANY INC $14,186.94 24001625 A9071 FIXTURE REPLACEMENT AT THE STADIUM KINCAID INDUSTRIES INC $33,462.00 FLEET OPERATIONS 24001499 23C394 STOCK-OIL FILTERS, PRESSURE WASHER BELTS DESERT AREA CORPORATION $73.07

Item 1B - Page 7

PURCHASE ORDERS
APRIL 1, 2024 - APRIL 30, 2024
DEPT PO # CONTRACT # PO DESCRIPTION VENDOR PO TOTAL
24001513 A9040 STOCK TIRES-44565R225; QTY 1 DANIELS TIRE SERVICE INC $1,030.17 24001514 A9040 STOCK-TIRES 11R225; QTY 4 DANIELS TIRE SERVICE INC $2,213.67 24001515 23C360 UNIT#029-FUEL CANNISTER, VALVE ASSY FIESTA FORD INC $236.09 24001516 A9190 UNIT#101 -TOWING MOHICA TOWING $230.00
24001517 23C394 STOCK-COUPLERS, A/C REFRIGERANT DESERT AREA CORPORATION $315.84 24001518 23C360 STOCK-BELT TENSIONER; QTY 2 FIESTA FORD INC $314.40 24001523 PURCHASE 2024 F-150 CREW-CAB HYBRID 4X4 FIESTA FORD INC $56,234.78 24001528 A9190 TOW SERVICE UNIT 071 MOHICA TOWING $500.00 24001529 23C360 VEHICLE REPAIR 071 FIESTA FORD INC $2,000.00 24001531 A9230 SUSPENSION ADJUSTMENT UNIT 036 GERGIS YOUSEF $150.00 24001532 23C360 VEHICLE PARTS INVENTORY/ STOCK FIESTA FORD INC $244.65 24001533 23C360 VEHICLE REPAIR FIESTA FORD INC $10,000.00 24001534 A9068 INTERCEPT EXISTING SURFACE MOUNTED

RECEPTACLE, EXT
M BREY ELECTRIC INC $502.00
24001535 15W40 BULK OIL SC COMMERCIAL LLC $1,606.69
24001541 A9068 REMOVE MOTION SENSORS, BYPASS ROOM

CONTROLLERS, IN
M BREY ELECTRIC INC $3,843.00
24001542 A9190 EMERGENCY TOW PD UNIT TO CITY YARD (UNIT#035) MOHICA TOWING $230.00 24001543 23S060 UNIT 095 SERVICE AND BRAKES EST#MWGESR277 JORDAN FREEMAN $2,240.88 24001545 23C360 ENGINE GASKETS FOR POLICE UNITS 083 FIESTA FORD INC $200.00 24001556 23C394 OIL FILTERS FOR INVENTORY/STOCK DESERT AREA CORPORATION $26.22 24001557 23C360 LOWER CONTROL ARMS UNIT#058 FIESTA FORD INC $425.60 24001558 23C360 STEERING COLUMN/HOUSING FOR UNIT#704 FIESTA FORD INC $329.69 24001559 23C360 FRONT BRAKES/ROTORS FOR STOCK FIESTA FORD INC $1,327.35 24001560 23C360 REAR BRAKES, ROTORS, BELT TENSIONERS FOR STOCK FIESTA FORD INC $1,124.01 24001561 23C360 REAR SHOCKS, FRONT AXEL SHAFT FOR UNIT 021 FIESTA FORD INC $441.91 24001568 A9040 STOCK ROOM REPLENISHMENT PARTS DANIELS TIRE SERVICE INC $15,000.00 24001569 23C394 STOCK ROOM REPLENISHMENT PARTS DESERT AREA CORPORATION $15,000.00 24001570 23C360 STOCK ROOM REPLENISHMENT PARTS FIESTA FORD INC $15,000.00 24001571 23S057 VARIOUS STOCK ROOM REPLENISHMENT PARTS SOUTH COAST LLC $25,000.00 24001575 A9040 DISMOUNT/MOUNT SERVICE FOR INVENTORY/STOCK DANIELS TIRE SERVICE INC $831.00 24001576 A9040 FORKLIFT TIRE REPAIR / SERVICE UNIT #3202E DANIELS TIRE SERVICE INC $477.00 24001577 A9040 42565R225 TIRE FOR INVENTORY/STOCK DANIELS TIRE SERVICE INC $651.24 24001578 23C360 EXHAUST TUBE/GASKETS FOR UNIT #079 FIESTA FORD INC $427.10 24001579 23C360 TRANSMISSION MOUNTS FOR INVENTORY/STOCK FIESTA FORD INC $630.75

Item 1B - Page 8

PURCHASE ORDERS
APRIL 1, 2024 - APRIL 30, 2024
DEPT PO # CONTRACT # PO DESCRIPTION VENDOR PO TOTAL
24001580 23C394 SPARK PLUGS FOR INVENTORY/STOCK DESERT AREA CORPORATION $46.61 24001581 23S060 BATTERY REPLACEMENT ON UNIT 094
EST#MWGEST278
JORDAN FREEMAN $368.59
24001586 24B022 LEAD AND ASBESTOS TESTING FS#1 TERRACON CONSULTANTS INC $2,448.00 24001593 A9296 TOW FOR STAGING TRAILER PLAZA TOWING INC $1,050.00 24001601 A9230 SMOG AND FRONT END ALIGNMENT FOR MULTIPLE UNITS
GERGIS YOUSEF $10,000.00
24001611 A9190 TOW SERVICE PER FIRE DEPARTMENT REQUEST MOHICA TOWING $1,100.00 24001612 A9190 TOW SERVICE UNIT 142 MOHICA TOWING $230.00 24001618 A9190 VEHICLE TOW SERVICE MOHICA TOWING $314.00 24001629 A9241 PAINT NEW PATROL CAR # 046 J & L AUTO BODY INC $3,305.00 24001630 A9241 PAINT NEW PATROL CAR # 063 J & L AUTO BODY INC $3,305.00 24001632 A9190 TOW OF UNIT 79-FLAT TIRE MOHICA TOWING $115.00 24001633 23S060 TIRE PURCHASE FOR BMW POLICE MOTORCYCLE 2M8019
JORDAN FREEMAN $1,506.69
24001634 23S060 TIRE PURCHASE FOR BMW POLICE MOTORCYCLE 2M7419
JORDAN FREEMAN $1,506.69
24001635 A9190 TOW SERVICE UNIT 306,045,709 MOHICA TOWING $1,184.00 24001510 A9192 VF SIGNS, BARRICADES FOR WASHES AND R1-6

CITYWIDE
PACIFIC PRODUCTS AND SERVICES LLC $9,129.26
24001583 A9192 SIGN POSTS FOR PD WO, SIGNS FOR VF, SIGN POSTS CIT
PACIFIC PRODUCTS AND SERVICES LLC $5,282.02
24001613 24I074 24I074: UPPER WEST SIDE NBHD BLADE SIGN INSTALL ST FRANCIS ELECTRIC LLC $1,331.25 24001631 A9082 BACKHOE AND BREAKER UNITED RENTALS $4,559.40

DOWNTOWN PARKS

MAINTENANCE
24001479 24I020 REMOVE AND REPLACE TURF ON PITCHER'S MOUND. BACK NINE GREENS INC $1,615.00 *Please note Purchase Orders (POs) issued with contract numbers shown indicate an approved contract is being utilized. Therefore, the PO issued is an order against the contract.

STREETS MAINTENANCE

Item 1B - Page 9
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PALM SPRINGS, CALIFORNIA, APPROVING PAYMENT OF

PAYROLL WARRANTS/DISBURSEMENTS FOR THE
PERIOD ENDING 04-27-24 TOTALING $2,522,027.89 AND
ACCOUNTS PAYABLE WARRANTS DATED 04-25-24
TOTALING $10,852,779.93, IN THE AGGREGATE AMOUNT
OF $13,374,807.82, DRAWN ON BANK OF AMERICA.

WHEREAS the Director of Finance has, in accordance with Chapter 3.16 of the Palm Springs Municipal Code, audited the payroll records covering the subject warrants and audited the claims and demands shown on the attached list; and WHEREAS the Director of Finance hereby certifies to the accuracy of said records and to the availability of funds for payment.

Kristopher J. Mooney
Director of Finance and Treasury
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs, California, that payroll warrants, claims, demands and liability checks have been audited as required by law and that said warrants are hereby approved for payment.

ADOPTED THIS 23RD DAY OF MAY, 2024.

SCOTT STILES

CITY MANAGER
ATTEST:

BRENDA PREE

CITY CLERK
Item 1C - Page 1
Resolution No. _____

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )
I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. ____ is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on _______________________, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ______ day of ______________, _________.

BRENDA PREE

CITY CLERK
Item 1C - Page 2

INTEROFFICE MEMORANDUM
TO: City Council
FROM: Kristopher J. Mooney, Director of Finance and Treasurer DATE:

RE: Payroll Wires and Warrants

FLEX SAVINGS ACCOUNT
TOTAL 2,522,027.89
DEFERRED COMP: NATIONWIDE 30,883.79
ICMA RHS CONTRIBUTION 25,387.50
CA DCCS 4,148.30
DEFERRED COMP: ICMA 457 54,730.00
LIABILITY CHECK REGISTER 2016607-2016620 25,546.25
PAYROLL DIRECT DEPOSITS 1,861,928.17
FEDERAL TAXES 355,989.06
STATE TAXES 121,106.23
13,926.94
VENDOR WIRE PYMTS 6,225.05
Transaction Type Check Numbers Amount

PAYROLL CHECK REGISTER
422643-422644, 422655, 422657-
422670 22,156.60
PAY DATE 5/3/2024
May 23, 2024
PAYROLL PERIOD ENDING 4/27/2024
05 23 24 (2) Payroll Wires and Warrants Memo for PPE 042724 | 05232024 |5/16/2024 | 10:49 AM (AM) Item 1C - Page 3
1 | 1
City of Palm Springs, CA

AP CHECK RECONCILIATION REGISTER
Report generated: 04/25/2024 14:54
User: PatrickW
Program ID: apchkrcn

FOR CASH ACCOUNT: 999 10005 FOR: All
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 2016354 04/25/2024 PRINTED 101208 ABM AVIATION INC 96,547.85 2016355 04/25/2024 PRINTED 101263 ACTION PARK ALLIANCE 40,237.50 2016356 04/25/2024 PRINTED 101814 ADLERHORST INTERNATIONAL 80.81 2016357 04/25/2024 PRINTED 100292 ADMINSURE INC 20,389.00 2016358 04/25/2024 PRINTED 101354 ADVANTEC CONSULTING ENGIN 886.50 2016359 04/25/2024 PRINTED 101028 AEG MANAGEMENT PALM SPRIN 81,525.67 2016360 04/25/2024 PRINTED 100911 OLIVIER PARSY 150.00
2016361 04/25/2024 PRINTED 101272 AIRWAVE COMMUNICATIONS EN 58,687.01 2016362 04/25/2024 PRINTED 104599 MAMCO INC 766,456.68
2016363 04/25/2024 PRINTED 101327 US SECURITY ASSOCIATES IN 111,065.23 2016364 04/25/2024 PRINTED 103797 ALLISON MECHANICAL INC 56,102.79 2016365 04/25/2024 PRINTED 100912 ALPHA MEDIA LLC 1,200.00 2016366 04/25/2024 PRINTED 103781 AMAZON.COM SALES INC 22.93 2016367 04/25/2024 PRINTED 100383 AMERICAN FORENSIC NURSES 1,074.46 2016368 04/25/2024 PRINTED 104248 AMS.NET INC 71,887.84 2016369 04/25/2024 PRINTED 100235 AMTECH ELEVATOR SERVICES 8,081.00 2016370 04/25/2024 PRINTED 104681 ANDREA RUMERY 1,500.00 2016371 04/25/2024 PRINTED 104496 AQUATECH WATER SYSTEMS IN 413.00 2016372 04/25/2024 PRINTED 103528 ARCHITECTURAL RESOURCES G 9,337.21 2016373 04/25/2024 PRINTED 100765 MUNISERVICES / AVENU INSI 15,682.92 2016374 04/25/2024 PRINTED 103897 AXON ENTERPRISE INC 1,982.23 2016375 04/25/2024 PRINTED 100413 B & H PHOTO 203.89
2016376 04/25/2024 PRINTED 103994 BANNER BANK 37,309.93 2016377 04/25/2024 PRINTED 101049 MARY BARSALEAU 1,634.50 2016378 04/25/2024 PRINTED 101576 BIG SHOW INDUSTRIES INC 5,500.00 2016379 04/25/2024 PRINTED 101696 BLACK AND WHITE EMERGENCY 1,683.15 2016380 04/25/2024 PRINTED 015989 LISA BROCK 1,609.80
2016381 04/25/2024 PRINTED 100118 BROWNELLS INC 54.08
2016382 04/25/2024 PRINTED 102715 C&S ENGINEERS INC 6,162.32 2016383 04/25/2024 PRINTED 104737 MARIA CABALLERO 9,000.00 2016384 04/25/2024 PRINTED 010649 JON CABRERA 5,963.13
2016385 04/25/2024 PRINTED 104794 CALIFORNIA WINDOW AND DOO 2,054.11 2016386 04/25/2024 PRINTED 104183 CALRECYCLE 11,956.00
2016387 04/25/2024 PRINTED 101428 CALTEC CORPORATION 325,091.03 2016388 04/25/2024 PRINTED 101193 CANYON COPY AND PRINT 273.12 2016389 04/25/2024 PRINTED 100551 CAPIO 950.00
2016390 04/25/2024 PRINTED 104790 LUIS CARDENAS 65.00
2016391 04/25/2024 PRINTED 104603 SAN MACEDONIO CO LP 4,556.00 2016392 04/25/2024 PRINTED 101837 CASC ENGINEERING AND CONS 9,038.04 2016393 04/25/2024 PRINTED 100112 CDW GOVERNMENT INC 1,123.93 2016394 04/25/2024 PRINTED 103619 CHANDLER ASSET MANAGEMENT 14,221.33 2016395 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS HO 124.98 2016396 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS HO 2,305.96 2016397 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 119.98 2016398 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 3,435.61 2016399 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 1,300.00 2016400 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 308.94 2016401 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 273.71 2016402 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 129.99 2016403 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 548.41 2016404 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 170.11 2016405 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 219.98 Item 1C - Page 4
.. -: ,,,. . • ••• ~. mun1s· ~ a tyler erp solution
City of Palm Springs, CA

AP CHECK RECONCILIATION REGISTER
Report generated: 04/25/2024 14:54
User: PatrickW
Program ID: apchkrcn

FOR CASH ACCOUNT: 999 10005 FOR: All
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 2016406 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 548.41 2016407 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 548.41 2016408 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 548.41 2016409 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 548.41 2016410 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 99.99 2016411 04/25/2024 PRINTED 100353 CHARTER COMMUNICATIONS 2,157.56 2016412 04/25/2024 PRINTED 100353 SPECTRUM ENTERPRISE/TIME 1,684.92 2016413 04/25/2024 PRINTED 100353 SPECTRUM ENTERPRISE/TIME 124.98 2016414 04/25/2024 PRINTED 100558 CINTAS CORPORATION 114.06 2016415 04/25/2024 PRINTED 100573 CLEAN ENERGY FUELS 9,191.24 2016416 04/25/2024 PRINTED 100319 CLIMATEC LLC 2,487.50 2016417 04/25/2024 PRINTED 104778 COMMONWEALTH BUSINESS BAN 93,728.00 2016418 04/25/2024 PRINTED 101744 COMPRESSED AIR SPECIALTIE 620.00 2016419 04/25/2024 PRINTED 103834 COMPUTERSHARE TRUST COMPA 2,500.00 2016420 04/25/2024 PRINTED 104410 BIZON GROUP INC 7,298.15 2016421 04/25/2024 PRINTED 100130 CORONA CLAY COMPANY 5,743.13 2016422 04/25/2024 PRINTED 104065 COTA SECURITY SERVICES IN 2,760.00 2016423 04/25/2024 PRINTED 100205 NANCY K BOHL INC 1,805.00 2016424 04/25/2024 PRINTED 104597 COACHELLA VALLEY HOUSING 1,670.00 2016425 04/25/2024 PRINTED 100865 CPI / COBRA PROFESSIONALS 2,772.50 2016426 04/25/2024 PRINTED 100115 DANIELS TIRE SERVICE INC 3,243.84 2016427 04/25/2024 PRINTED 104601 DEANGELO CONTRACTING 11,167.00 2016428 04/25/2024 PRINTED 104682 SAFARILAND LLC 1,485.93 2016429 04/25/2024 PRINTED 100265 DELL MARKETING LP 21,107.98 2016430 04/25/2024 PRINTED 100091 STATE OF CA - DEPARTMENT 2,640.93 2016431 04/25/2024 PRINTED 100195 DEPARTMENT OF JUSTICE-ACC 2,856.98 2016432 04/25/2024 PRINTED 100019 COUNTY OF RIVERSIDE 498.80 2016433 04/25/2024 PRINTED 104356 BELL LOFTS LLC 69,503.70 2016434 04/25/2024 PRINTED 104524 DESERT BOUTIQUE TMO LLC 4,059.69 2016435 04/25/2024 PRINTED 104792 DESERT GUILDS QUILT SHOW 639.00 2016436 04/25/2024 PRINTED 104803 LEASKOU PARTNERS INC 5,500.00 2016437 04/25/2024 PRINTED 104594 DESERTED FILMS 200.00 2016438 04/25/2024 PRINTED 100254 DOKKEN ENGINEERING 20,029.86 2016439 04/25/2024 PRINTED 100151 DOOLEY ENTERPRISES INC 3,123.82 2016440 04/25/2024 PRINTED 101244 DOWNS ENERGY 71,474.94 2016441 04/25/2024 PRINTED 100294 DUDEK 18,420.00
2016442 04/25/2024 PRINTED 101179 MARIANA DUSPIVA 1,652.00 2016443 04/25/2024 PRINTED 100054 DESERT WATER AGENCY 69.25 2016444 04/25/2024 PRINTED 100054 DESERT WATER AGENCY 271.18 2016445 04/25/2024 PRINTED 100054 DESERT WATER AGENCY 73.05 2016446 04/25/2024 PRINTED 100054 DESERT WATER AGENCY 75.52 2016447 04/25/2024 PRINTED 100054 DESERT WATER AGENCY 73.05 2016448 04/25/2024 PRINTED 100054 DESERT WATER AGENCY 24,112.66 2016449 04/25/2024 PRINTED 101468 EASTERN LION LLC 5,000.00 2016450 04/25/2024 PRINTED 101536 ELECNOR BELCO ELECTRIC IN 47,586.68 2016451 04/25/2024 PRINTED 103829 EMERGENCY RESILIENCE LLC 2,468.03 2016452 04/25/2024 PRINTED 100274 ENGINEERING RESOURCES OF 45,526.66 2016453 04/25/2024 PRINTED 100226 ENTERPRISE RENT A CAR 227.39 2016454 04/25/2024 PRINTED 100376 EXPERIAN 154.00
2016455 04/25/2024 PRINTED 100369 FAIR HOUSING COUNCIL OF R 9,208.34 2016456 04/25/2024 PRINTED 103451 FIESTA FORD INC 2,319.99 2016457 04/25/2024 PRINTED 101194 FLEX ADVANTAGE 666.75 Item 1C - Page 5
.. -: ,,,. . • ••• ~. mun1s· ~ a tyler erp solution
City of Palm Springs, CA

AP CHECK RECONCILIATION REGISTER
Report generated: 04/25/2024 14:54
User: PatrickW
Program ID: apchkrcn

FOR CASH ACCOUNT: 999 10005 FOR: All
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 2016458 04/25/2024 PRINTED 104587 FOLLETT HIGHER EDUCATION 3,387.19 2016459 04/25/2024 PRINTED 104699 FRASCA AND ASSOCIATES LLC 13,116.49 2016460 04/25/2024 PRINTED 100395 FRIENDS OF THE PALM SPRIN 2,981.25 2016461 04/25/2024 PRINTED 100480 FRIENDS OF THE PS ANIMAL 97,528.96 2016462 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 162.07 2016463 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 88.24 2016464 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 1,722.28 2016465 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 11,129.88 2016466 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 1,499.99 2016467 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 1,360.00 2016468 04/25/2024 PRINTED 100740 FRONTIER COMMUNICATIONS C 83.94 2016469 04/25/2024 PRINTED 101683 FS.COM INC 1,498.36
2016470 04/25/2024 PRINTED 100828 FUSION CLOUD SERVICES LLC 446.38 2016471 04/25/2024 PRINTED 100158 GALLS LLC 867.74
2016472 04/25/2024 PRINTED 100169 GENSLER 158.91
2016473 04/25/2024 PRINTED 103948 PUSH MEDIA INC 100,673.66 2016474 04/25/2024 PRINTED 010942 EDWARD GRAFF 1,569.11 2016475 04/25/2024 PRINTED 104516 GROUP 4 ARCHITECTURE RESE 176,631.01 2016476 04/25/2024 PRINTED 016554 DEAN GRUBL 32.57
2016477 04/25/2024 PRINTED 103998 JANE M GUY 493.50
2016478 04/25/2024 PRINTED 104791 ROWENA HAMMILL 51.00
2016479 04/25/2024 PRINTED 101343 HARRIS AND ASSOCIATES INC 90,396.20 2016480 04/25/2024 PRINTED 101988 ROBERT HEINBAUGH 226.09 2016481 04/25/2024 PRINTED 104625 HERITAGE PALM SPRINGS INV 6,933.03 2016482 04/25/2024 PRINTED 103780 HTL MECHANICAL INC 1,323.31 2016483 04/25/2024 PRINTED 104586 HUFF CIELO LP 7,917.00 2016484 04/25/2024 PRINTED 015546 STEFANIE HUTCHINSON 4,560.99 2016485 04/25/2024 PRINTED 101300 ILLINOIS LIBRARY ASSOCIAT 2,839.26 2016486 04/25/2024 PRINTED 100494 IMAGE360 - PALM DESERT 2,887.29 2016487 04/25/2024 PRINTED 103681 IMPRENTA COMMUNICATIONS G 16,450.00 2016488 04/25/2024 PRINTED 101421 IMPRESSION DESIGN GROUP 1,798.35 2016489 04/25/2024 PRINTED 100483 INFOSAT 223.32
2016490 04/25/2024 PRINTED 100257 INSIGHT PUBLIC SECTOR INC 48,735.85 2016491 04/25/2024 PRINTED 101274 INTELESYSONE 304.37
2016492 04/25/2024 PRINTED 104575 INVESTMENT CONCEPTS 7,767.18 2016493 04/25/2024 PRINTED 101727 IRON MOUNTAIN 249.19
2016494 04/25/2024 PRINTED 101364 IT1 SOURCE LLC 18,774.74 2016495 04/25/2024 PRINTED 101700 JNS NEXT 11,765.52
2016496 04/25/2024 PRINTED 103963 JOHN FRIEDMAN ALICE KIMM 23,784.20 2016497 04/25/2024 PRINTED 100336 KEENAN AND ASSOCIATES 22,635.03 2016498 04/25/2024 PRINTED 103525 KGAY PSP CORPORATION 750.00 2016499 04/25/2024 PRINTED 100177 KIMLEY HORN AND ASSOCIATE 14,947.00 2016500 04/25/2024 PRINTED 101606 KINCAID INDUSTRIES INC 2,291.30 2016501 04/25/2024 PRINTED 101260 THE LLOYD PEST CONTROL 1,543.00 2016502 04/25/2024 PRINTED 103726 LY ENVIRONMENTAL INC 2,700.00 2016503 04/25/2024 PRINTED 104795 MARTINI MADNESS LLC 82,700.00 2016504 04/25/2024 PRINTED 101253 MAXIMUM SECURITY ALARM SY 5,407.40 2016505 04/25/2024 PRINTED 104466 MCCLOSKEY MECHANICAL CONT 37,727.39 2016506 04/25/2024 PRINTED 104365 MEDIWASTE DISPOSAL LLC 53.71 2016507 04/25/2024 PRINTED 104659 BC PRINT AND CO 2,256.23 2016508 04/25/2024 PRINTED 101798 MIDWEST TAPE INC 6,489.54 2016509 04/25/2024 PRINTED 015000 JUAN R MINJARES 27.95 Item 1C - Page 6
.. -: ,,,. . • ••• ~. mun1s· ~ a tyler erp solution
City of Palm Springs, CA

AP CHECK RECONCILIATION REGISTER
Report generated: 04/25/2024 14:54
User: PatrickW
Program ID: apchkrcn

FOR CASH ACCOUNT: 999 10005 FOR: All
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 2016510 04/25/2024 PRINTED 100079 MOHICA TOWING 600.00
2016511 04/25/2024 PRINTED 104617 STERLING ASSETS MANAGEMEN 1,896.00 2016512 04/25/2024 PRINTED 101748 MOTOROLA SOLUTIONS INC 122,599.50 2016513 04/25/2024 PRINTED 101304 MWH CONSTRUCTORS INC 120,366.00 2016514 04/25/2024 PRINTED 104507 17834 BURBANK INVESTMENTS 18,870.00 2016515 04/25/2024 PRINTED 103465 DESERT AREA CORPORATION 948.45 2016516 04/25/2024 PRINTED 104057 DONNA S NEWTON 1,071.00 2016517 04/25/2024 PRINTED 100417 NI GOVERNMENT SERVICES IN 309.85 2016518 04/25/2024 PRINTED 103900 ODP BUSINESS SOLUTIONS 126,615.75 2016519 04/25/2024 PRINTED 103900 ODP BUSINESS SOLUTIONS 8,676.05 2016520 04/25/2024 PRINTED 104793 RUBEN ORTEGA 683.00
2016521 04/25/2024 PRINTED 104001 PACIFIC WEST INDUSTRIES I 38,950.00 2016522 04/25/2024 PRINTED 104355 PACIFIC WEST UNDERGROUND 79,953.90 2016523 04/25/2024 PRINTED 104543 GOLF CLUB LLC 4,100.00 2016524 04/25/2024 PRINTED 100003 PALM SPRINGS DISPOSAL SER 267.19 2016525 04/25/2024 PRINTED 100133 PALM SPRINGS MOTORS 116,800.78 2016526 04/25/2024 PRINTED 104363 PAX FITNESS REPAIR LLC 1,183.55 2016527 04/25/2024 PRINTED 104768 THE PERMIT COMPANY 16.00 2016528 04/25/2024 PRINTED 101434 PLACEWORKS 7,144.19
2016529 04/25/2024 PRINTED 101674 PROCAST PRODUCTS INC 770.22 2016530 04/25/2024 PRINTED 100596 PROPER SOLUTIONS INC 16,244.93 2016531 04/25/2024 PRINTED 100231 PRUDENTIAL OVERALL SUPPLY 1,209.69 2016532 04/25/2024 PRINTED 104800 PS RENTAL PROPERTIES LLC 4,190.00 2016533 04/25/2024 PRINTED 100654 PS RESORTS 92,422.64
2016534 04/25/2024 PRINTED 100476 PS SMOG 150.00
2016535 04/25/2024 PRINTED 100307 PYRO SPECTACULARS INC 22,500.00 2016536 04/25/2024 PRINTED 103563 PYRO-COMM SYSTEMS INC 1,232.00 2016537 04/25/2024 PRINTED 100762 QUADIENT INC. 235.60
2016538 04/25/2024 PRINTED 101642 QUENCH USA INC 7,026.55 2016539 04/25/2024 PRINTED 101230 R S AND H CALIFORNIA INC 92,108.95 2016540 04/25/2024 PRINTED 104486 RED HAWK SERVICES INC 22,210.74 2016541 04/25/2024 PRINTED 101739 REFRIGERATION SUPPLIES DI 1,318.67 2016542 04/25/2024 PRINTED 100628 RIVERSIDE COUNTY CLERK 156.00 2016543 04/25/2024 PRINTED 103678 ROADRUNNER PRINTING AND S 1,349.24 2016544 04/25/2024 PRINTED 104059 SAME DAY EXPRESS LLC 2,530.00 2016545 04/25/2024 PRINTED 104796 SB NEW HEIGHTS LLC 7,656.00 2016546 04/25/2024 PRINTED 101542 SC COMMERCIAL 10,590.52 2016547 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 255.44 2016548 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 401.88 2016549 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 20.94 2016550 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 114.40 2016551 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 2,099.60 2016552 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 34.91 2016553 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 11,224.71 2016554 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 35.37 2016555 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 5,085.69 2016556 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 113.83 2016557 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 44,847.63 2016558 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 275.86 2016559 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 2,378.95 2016560 04/25/2024 PRINTED 100021 SOUTHERN CALIFORNIA EDISO 2,128.36 2016561 04/25/2024 PRINTED 100546 SHADE STRUCTURES INC 292,209.51 Item 1C - Page 7
.. -: ,,,. . • ••• ~. mun1s· ~ a tyler erp solution
City of Palm Springs, CA

AP CHECK RECONCILIATION REGISTER
Report generated: 04/25/2024 14:54
User: PatrickW
Program ID: apchkrcn

FOR CASH ACCOUNT: 999 10005 FOR: All
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 2016562 04/25/2024 PRINTED 100060 SHASTA FIRE PROTECTION IN 4,520.00 2016563 04/25/2024 PRINTED 100435 THE SHREDDERS 232.00
2016564 04/25/2024 PRINTED 100022 SOUTHERN CALIFORNIA GAS C 27.63 2016565 04/25/2024 PRINTED 100022 SOUTHERN CALIFORNIA GAS C 2,811.29 2016566 04/25/2024 PRINTED 100022 SOUTHERN CALIFORNIA GAS C 19,316.75 2016567 04/25/2024 PRINTED 104729 JCB INC 373,468.54
2016568 04/25/2024 PRINTED 101677 SOCAL PPE LLC 1,719.11 2016569 04/25/2024 PRINTED 100000 SOUTH COAST AQMD 665.26 2016570 04/25/2024 PRINTED 100327 SOUTH COAST LLC 610.95 2016571 04/25/2024 PRINTED 104441 SOUTHSTAR ENGINEERING AND 47,058.00 2016572 04/25/2024 PRINTED 104309 SOUTHWEST BOULDER AND STO 3,385.39 2016573 04/25/2024 PRINTED 100577 SPARKLETTS - DS SERVICES 710.47 2016574 04/25/2024 PRINTED 100577 SPARKLETTS - DS SERVICES 966.63 2016575 04/25/2024 PRINTED 100577 SPARKLETTS - DS SERVICES 772.59 2016576 04/25/2024 PRINTED 101356 ST FRANCIS ELECTRIC LLC 98,429.69 2016577 04/25/2024 PRINTED 103901 STEVE P RADOS INC 708,888.75 2016578 04/25/2024 PRINTED 104391 LISA RENEE BOTTS 175.00 2016579 04/25/2024 PRINTED 104802 DANIEL TALAMENTES 3,390.00 2016580 04/25/2024 PRINTED 100448 TALX CORPORATION 1,138.55 2016581 04/25/2024 PRINTED 101852 SOLARCITY CORP 15,271.16 2016582 04/25/2024 PRINTED 104096 TILDEN COIL CONSTRUCTORS 1,646,106.21 2016583 04/25/2024 PRINTED 104771 AUBREE ENRIQUEZ 368.72 2016584 04/25/2024 PRINTED 101391 TRANSUNION RISK AND ALTER 500.00 2016585 04/25/2024 PRINTED 100386 U S CUSTOMS SERVICE 8,534.39 2016586 04/25/2024 PRINTED 100386 U S CUSTOMS AND BORDER PR 649.00 2016587 04/25/2024 PRINTED 100295 US BANK CORPORATE PAYMENT 210,888.50 2016588 04/25/2024 PRINTED 101784 V AND V MANUFACTURING 50.24 2016589 04/25/2024 PRINTED 101784 V AND V MANUFACTURING 50.24 2016590 04/25/2024 PRINTED 100200 VALLEY LOCK AND SAFE 5,932.28 2016591 04/25/2024 PRINTED 015945 JUAN VASQUEZ 945.00
2016592 04/25/2024 PRINTED 100267 VEOLIA WATER NORTH AMERIC 981,987.93 2016593 04/25/2024 PRINTED 104034 VERDE FACILITIES SERVICES 123,220.00 2016594 04/25/2024 PRINTED 100144 VERIZON WIRELESS 8,377.15 2016595 04/25/2024 PRINTED 100121 VISIT GREATER PALM SPRING 106,076.28 2016596 04/25/2024 PRINTED 100121 VISIT GREATER PALM SPRING 218,649.79 2016597 04/25/2024 PRINTED 101277 VOHNE LICHE KENNELS INC 150.00 2016598 04/25/2024 PRINTED 104523 VPM RENTS INC 18,235.66 2016599 04/25/2024 PRINTED 100938 BRIAN WANZEK 350.00
2016600 04/25/2024 PRINTED 101220 WATERLINE TECHNOLOGIES IN 1,389.66 2016601 04/25/2024 PRINTED 100156 WAXIE SANITARY SUPPLY 2,421.24 2016602 04/25/2024 PRINTED 100233 WESTERN PUMP INC. 1,052.50 2016603 04/25/2024 PRINTED 103973 WEX HEALTH INC 6,321.35 2016604 04/25/2024 PRINTED 104635 WOODCLIFF CORPORATION 1,780,832.00 2016605 04/25/2024 PRINTED 100908 YAMADA SPA MANAGEMENT INC 532.00 2016606 04/25/2024 PRINTED 100268 ZOLL MEDICAL CORPORATION 4,389.67 253 CHECKS CASH ACCOUNT TOTAL 10,852,779.93 .00
Item 1C - Page 8
.. -: ,,,. . • ••• ~. mun1s· ~ a tyler erp solution
City of Palm Springs, CA

AP CHECK RECONCILIATION REGISTER
Report generated: 04/25/2024 14:54
User: PatrickW
Program ID: apchkrcn

UNCLEARED CLEARED
253 CHECKS FINAL TOTAL 10,852,779.93 .00
** END OF REPORT - Generated by Patrick Wynhoff **
Item 1C - Page 9
.. -: ,,,. . • ••• ~. mun1s· ~ a tyler erp solution

CITY COUNCIL STAFF REPORT
DATE: May 23, 2024 CONSENT CALENDAR
SUBJECT: APPROVE A FIVE-YEAR COOPERATIVE LEASE AGREEMENT WITH

XEROX FINANCIAL SERVICES AND COST PER IMAGE AND
MAINTENANCE AGREEMENT WITH VISUAL EDGE IT, INC.

FROM: Scott C. Stiles, City Manager
BY: City Clerk’s Office
SUMMARY:

Approve a five-year cooperative lease agreement with Xerox Financial Services for 35 new Xerox copiers to replace the existing copier fleet, and a five-year cost per image and maintenance agreement with Visual Edge IT, Inc., for an annual amount of $135,338.45 (Attachment A).

RECOMMENDATION:

1. Approve a five-year lease agreement with Xerox Financial Services, LLC, via the County of Los Angeles Cooperative Purchasing Program (Contract No. MA-IS1640249-6) for 35 new Xerox copiers in the amount of $110,054.45 annually, inclusive of tax.

2. Approve a five-year cost per image and maintenance agreement with Visual Edge IT, Inc., via the County of Los Angeles Cooperative Purchasing Program (Contract No.

MA-IS-1640249-6) with an annual base of $25,284, at the unit prices of $0.0049 per black and white image and $0.049 per color image.

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

Xerox Financial Services is a New York Corporation in accordance with Attachment B Public Integrity Disclosure Form.

Visual Edge IT, Inc. is a Delaware Corporation in accordance with Attachment C Public Integrity Disclosure Form.

BACKGROUND:

City Council Staff Report
May 23, 2024 -- Page 2
Xerox Copier Fleet and Maintenance Agreement
The City currently has a fleet of 36 devices; 32 devices were acquired via the County of Los Angeles Cooperative Purchasing Program (Contract No. MA-IS 1640249-1) in 2019, and 4 certified pre-owned devices were purchased over the last year to accommodate the City’s needs. The existing lease and maintenance agreements expire June 30, 2024.

STAFF ANALYSIS:

After reviewing individual department needs and average copy volume per machine, staff is recommending a new fleet of 35 energy efficient Xerox Altalink Multifunction copiers.

The City now has the option to upgrade the existing fleet; 34 copiers are projected to have color printing capability, and all copiers would be high speed and feature large paper capacity, scanning capability, automatic stapling, collating, USB device inputs, 3-hole punch, and FAX functionality (versus a total of 14 color copiers in the current fleet).

Copier Equipment Lease
Under the new agreement, for 35 devices, the City Clerk's Office would replace its two 55 pages per minute color copiers with one 70 pages per minute and one 80 pages per minute devices. The black and white copiers are being upgraded to color copiers, with the exception of the City Hall Conference Room hallway device; one device, currently in storage, is not being replaced. Xerox Financial is providing a $15,000 credit for the early trade in of the four recently purchased devices, for a total annual cost of $110,054.45.

Per Image Cost and Maintenance
Under the terms of the new maintenance agreement, all per image costs remain unchanged; at the unit prices of $0.0049 per black and white image and $0.049 per color image. Based on the current average volume, the estimated annual cost is $25,284.

Cooperative Purchasing
Xerox Financial Services was awarded a competitively solicited contract number MA-IS1640249-6, through the County of Los Angeles. After review of available options and comparison of other providers, Xerox Financial Services and Visual Edge IT, Inc., provided the most cost-efficient pricing and terms for the City’s copier fleet needs. Staff believes it is in the best interest of the City to take advantage of the leveraged benefits of a cooperative purchasing opportunity rather than attempt to conduct our own lengthy separate solicitation for a relatively small fleet of copiers.

The City Clerk’s Office leveraged a cooperative contract for these services, which is authorized by the Municipal Code, Title 7. Pursuant to the provisions of Section 7.09.010 of the Municipal Code, staff recommends that the City Council award the lease and maintenance agreements utilizing County of Los Angeles Cooperative Purchasing Program (MA-IS-1640249-6) as their competitive solicitation process meets our requirements and protects the public's interest and the cost of the equipment and services due to economies of scale is likely to be less than through an independent city process.

ENVIRONMENTAL ASSESSMENT:

City Council Staff Report
May 23, 2024 -- Page 3
Xerox Copier Fleet and Maintenance Agreement
In accordance with the California Environmental Quality Act (“CEQA”) Guidelines, the requested City Council action is not a “Project” pursuant to Section 15378(b)(5).

Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment are not considered a “Project”.

ALIGNMENT WITH STRATEGIC PLANNING:

This action aligns with the Strategic Plan as a major theme to optimize basic services.

FISCAL IMPACT:

Sufficient funds are budgeted and available in fiscal year 2025 in the General Fund Document Management Account 1001020 - 50105 for year one of the service and the remaining years will be budgeted in future fiscal years.

REVIEWED BY:

Department Director: Brenda Pree
Procurement and Contracting Director Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. Agreements
B. Xerox Financial Services Public Integrity Disclosure Forms C. Visual Edge IT, Inc. Public Integrity Disclosure Forms

ATTACHMENT A

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Xerox VersaLink B415 (1)
Xerox Versant VR280 (1)
$110,054.45 Payments to be made annually in advance. First payment due 30 days from lease commencement.
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TERM CONTRACT AWARD CONTRACT NO:

MA-IS-1640249-6

VERSION DATE
INTERNAL SERVICES DEPARTMENT PROCUREMENT FOLDER: 1013451

XEROX CORPORATION
18016 S FIGUEROA STREET
GARDENA CA 90248
BUYER: Zheng Huang
PHONE: 323-267-2200
EMAIL: [email protected]
VENDOR NO: 039310
CONTACT: GILDA FARRISH
PHONE: 213-454-3163
FISCAL YEAR:

EFFECTIVE DATE: 01/01/16
EXPIRATION: 12/31/20
PHOTOCOPY EQUIPMENT -XEROX CORP.

LINE
NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 1 COMMODITY CODE: 985-26-00-037062

END DATE

PHOTOCOPIER TERM LEASE/RENTAL INCLUDES ALL

MODELS AND MULTIFUNCTIONAL DEVICES

0.000 DISCOUNT 0.0000 %
2 COMMODITY CODE: 985-26-00-041621

END DATE

PHOTOCOPIER LEASE PURCHASE INCLUDES ALL

MODELS AND MULTIFUNCTIONAL DEVICES

0.000 DISCOUNT 0.0000 %
3 COMMODITY CODE: 939-27-00-041622

END DATE

PHOTOCOPIER FULL SERVICE MAINTENANCE

SERVICE INCLUDES REPLENISHMENT OF BLACK

TONER/COPY CARTRIDGE/DEVELOPER AND FUSER

LUBRICANTS (NOT INCLUDED ARE COLOR TONER

TONERS, STAPLERS, PAPER, SPECIALTY

APPLICATION SUPPLY PRODUCTS

0.000 DISCOUNT 0.0000 %
4 COMMODITY CODE: 600-38-00-041624

END DATE

PHOTOCOPIER PURCHASE ALL MODELS AND

MULTIFUNCTIONAL DEVICES INCLUDES PARTS AND

ACCESSORIES

0.000 DISCOUNT 0.0000 %
5 COMMODITY CODE: 962-46-00-041626

END DATE

DELIVERY AND SETUP FOR PHOTOCOPIER
Line: 1 Total Fill: 16
Line: 2 Total Fill: 16
Line: 3 Total Fill: 16
Line: 4 Total Fill: 16
Line: 5 Total Fill: 16
Line: 6 Total Fill: 16
Line: 7 Total Fill: 16
Line: 8 Total Fill: 16
Line: 9 Total Fill: 16
Line: 10 Total Fill: 16
Line: 11 Total Fill: 16
Line: 12 Total Fill: 16
Line: 13 Total Fill: 16
Line: 14 Total Fill: 16
Line: 15 Total Fill: 16
Line: 16 Total Fill: 16

0.000 DISCOUNT 0.0000 %

COUNTY OF LOS ANGELES VENDOR SIGNATURE/DATE

DISTRIBUTORS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
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VENDOR NO: 062694
VENDOR: DELL FINANCIAL SVCS L.P.

ADDRESS: ONE DELL WAY SPC 1
ROUNDROCK TX 78682
CONTACT: ALICIA HOWELL
PHONE: 650-325-5213
Test1
VENDOR NO: 157233
VENDOR: INSIGHT INVESTMENTS, LLC
ADDRESS: 611 ANTON BLVD STE 700
COSTA MESA CA 92626
CONTACT: VANESSA L AMBROSE
PHONE: 714-939-2300
Test1

SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
3 3
AGREEMENT AMENDMENT#5, EXTENDING CONTRACT PERIOD FROM 12/31/2019 TO 12/31/2020 PER LETTER SIGNED BY GILDA FARRISH DATED 12/3/2019. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

AGREEMENT AMENDMENT#3, EXTENDING CONTRACT PERIOD FROM 12/31/2018 TO 12/31/2019 PER LETTER SIGNED BY BRYAN STALL DATED 08/23/2018. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

AGREEMENT AMENDMENT#2, EXTENDING CONTRACT PERIOD FROM 12/31/2017 TO 12/31/2018 PER LETTER SIGNED BY BRYAN STALL DATED 11/13/2017. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

AGREEMENT AMENDMENT#1, EXTENDING CONTRACT PERIOD FROM 12/31/2016 TO 12/31/2017 PER LETTER SIGNED BY BRYAN STALL DATED 9/22/2016. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

FURNISHED AS NEEDED THROUGH 12/31/2016, RENEWABLE FOR FOUR (4) ADDITIONAL 12-MONTH PERIODS BY MUTUAL CONSENT. PRICES TO BECOME EFFECTIVE AS OF 1/1/2016.

THE COUNTY RESERVES THE RIGHT TO CANCEL THIS CONTRACT AT ANY TIME WITHOUT CANCELLATION PENALTY IF THIRTY (30) DAYS WRITTEN NOTICE IS PROVIDED.

PAYMENT TERMS: PAYMENT TERMS ARE NET 30 DAYS FROM COUNTY'S RECEIPT OF A CORRECT AND PROPER INVOICE, AS PREPARED IN ACCORDANCE WITH THE TERMS HEREIN. IN NO EVENT SHALL COUNTY BE LIABLE FOR ANY LATE CHARGES. INVOICES SHALL ONLY BE ISSUED AFTER COUNTY'S ACCEPTANCE OF THE GOODS AND/OR PRODUCTS. DISCOUNTS SHALL BE AS SET FORTH HEREIN.

FEIN NUMBER: 16-0468020
RETAILER'S PERMIT: SR ZOHB9804085200093AB
F.O.B. DELIVERED.

FREIGHT PREPAID AND ALLOWED
VENDOR: PAYS FREIGHT COST, OWN TITLE IN TRANSIT, FILE CLAIM(S) COUNTY: TAKES OWNERSHIP AT DESTINATION.

EQUIPMENT OFFERED MUST BE NEW, UNUSED, CURRENT MODELS.

ALL TERMS AND CONDITIONS ARE IN ACCORDANCE WITH RFQ-IS-16260169.

PARTICIPATING PUBLIC AGENCIES COUNTY AND AWARDED VENDOR MAY ALLOW OTHER GOVERNMENTAL ENTITIES, INCLUDING BUT NOT LIMITED TO: STATES, COUNTIES, CITIES,

SPECIAL DISTRICTS, POLITICAL SUBDIVISIONS, SCHOOL DISTRICTS, HIGHER EDUCATION,

AND OTHER MUNICIPALITIES (PARTICIPATING PUBLIC AGENCIES) TO PURCHASE PRODUCTS

OR SERVICES FROM THIS AGREEMENT ON THE SAME TERMS, CONDITIONS AND PRICING AS

THE COUNTY, SUBJECT TO ANY APPLICABLE LOCAL PURCHASING ORDINANCES AND THE LAWS OF THE STATE OF PURCHASE.

THE COUNTY SHALL NOT BE CONSTRUED AS A DEALER, RE-MARKETER, REPRESENTATIVE, PARTNER OR AGENT OF ANY TYPE OF VENDOR AWARDED THIS AGREEMENT. PARTICIPATING

PUBLIC AGENCIES SHALL BE RESPONSIBLE FOR THE ORDERING OF PRODUCTS UNDER THIS AGREEMENT.

PAYMENT FOR PRODUCTS OR SERVICES AND INSPECTIONS AND ACCEPTANCE OF PRODUCTS OR

SERVICES ORDERED BY A PARTICIPATING PUBLIC AGENCY SHALL BE THE EXCLUSIVE OBLIGATION OF SUCH PROCURING PARTY.

THE COUNTY SHALL NOT BE OBLIGATED, LIABLE OR RESPONSIBLE FOR ANY ORDER MADE BY

ANY PARTICIPATING PUBLIC AGENCY OR ANY EMPLOYEE THEREOF FOR ANY PAYMENT REQUIRED TO BE MADE WITH RESPECT TO SUCH ORDER; AND THAT ANY DISPUTES BETWEEN A

PARTICIPATING PUBLIC AGENCY AND VENDOR AWARDED THIS AGREEMENT ARE NOT THE RESPONSIBILITY OF THE COUNTY. THE EXERCISE OF ANY RIGHTS OR REMEDIES BY THE

PARTICIPATING PUBLIC AGENCY OR AWARDED VENDOR SHALL BE THE EXCLUSIVE OBLIGATION OF SUCH PARTY.

THE COUNTY MAKES NO REPRESENTATION OR GUARANTY WITH RESPECT TO ANY MINIMUM

SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
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PURCHASES BY THE COUNTY OR ANY PARTICIPATING PUBLIC AGENCY OR ANY EMPLOYEE THEREOF UNDER ANY AGREEMENT.

UTILIZATION RECAPITULATION REPORT:
120 DAYS PRIOR TO TERMINATION OF THIS AGREEMENT, VENDOR SHALL FURNISH THE COUNTY OF LOS ANGELES WITH A LIST SHOWING THE AMOUNT OF EACH ITEM DELIVERED.

THIS LIST SHALL BE BY INDIVIDUAL ITEM AND SHALL SHOW THE TOTAL DELIVERED TO COUNTY OF LOS ANGELES DURING THE PRIOR YEAR OR PORTION THEREOF. IN ADDITION, A

TOTAL DOLLAR VALUE SOLD TO ALL PARTICIPATING AGENCIES DURING THE SAME PERIOD SHALL BE FURNISHED.

RETURN OF GOODS RECEIVED:

YOU AGREE TO ACCEPT FOR CREDIT ANY MERCHANDISE RETURNED IN GOOD CONDITION WITHIN FIVE DAYS AFTER RECEIPT OF GOODS WITHOUT ANY HANDLING CHARGES; HOWEVER,

NO RETURN SHALL BE MADE OF ANY MATERIAL WHICH HAS BEEN PUT INTO OPERATION OTHER THAN FOR TEST. WHEN PRODUCTS DELIVERED FAIL TO MEET SPECIFICATION, COST OF INSPECTION SHALL BE FOR ACCOUNT OF VENDOR.

THE COUNTY OF LOS ANGELES RESERVES THE RIGHT TO CANCEL THIS AGREEMENT IF

DELIVERY OR SERVICES PROVE UNSATISFACTORY (DEFAULT) AND MAY PROCURE THE

ARTICLES OR SERVICES FROM OTHER SOURCES AND MAY DEDUCT FROM UNPAID BALANCE DUE THE VENDOR FOR EXCESS COSTS SO PAID. THE PRICES PAID BY THE COUNTY OF LOS

ANGELES SHALL BE CONSIDERED THE PREVAILING MARKET PRICE AT THE TIME SUCH PURCHASE IS MADE. THE COUNTY OF LOS ANGELES SHALL BE SOLE JUDGE AS TO SATISFACTORY PERFORMANCE.

INSURANCE COVERAGE REQUIREMENTS;
GENERAL LIABILILTY: INSURANCE (WRITTEN ON ISO POLICY FORM CG 00 01 OR ITS EQUIVALENT) WITH LIMITS OF NOT LESS THAN THE FOLLOWING:

GENERAL AGGREGATE: $2 MILLION
PRODUCTS/COMPLETED OPERATIONS AGGREGATE: $1 MILLION
PERSONAL AND ADVERTISING INJURY: $1 MILLION
EACH OCCURENCE: $1 MILLION
AUTOMOBILE LIABILITY: INSURANCE (WRITTEN ON ISO POLICY FORM CA 00 01 OR ITS EQUIVALENT) WITH A LIMIT OF LIBILITY OF NOT LESS THAN $1 MILLION FOR EACH ACCIDENT. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR ALL 'OWNED' 'HIRED' AND 'NON-OWNED' VEHICLES, OR COVERAGE FOR 'ANY AUTO'.

WORKERS COMPENSATION AND EMPLOYERS' LIABILLITY: INSURANCE

PROVIDING WORKERS COMPENSATION BENEFITS, AS REQUIRED BY THE

LABOR CODE OF THE STATE OF CALIFORNIA OR BY ANY OTHER STATE, AND FOR WHICH CONTRACTOR IS RESPONSIBLE. IF CONTRACTOR'S EMPLOYEES

WILL BE ENGAGED IN MARITIME EMPLOYMENT, COVERAGE SHALL PROVIDE WORKERS COMPENSATION BENEFITS AS REQUIRED BY THE U.S. LONGSHORE

AND HARBOR WORKERS' COMPENSATION ACT, JONES ACT OR ANY OTHER FEDERAL LAW FOR WHICH CONTRACTOR IS RESPONSIBLE.

IN ALL CASES, THE ABOVE INSURANCE ALSO SHALL INCLUDE EMPLOYERS' LIABILITY COVERAGE WITH LIMITS OF NOT LESS THAN THE FOLLOWING:

EACH ACCIDENT: $1 MILLION
DISEASE - POLICY LIMIT: $1 MILLION
DISEASE - EACH EMPLOYEE: $1 MILLION
DEFAULT: IN THE EVENT VENDOR FAILS TO PERFORM HEREUNDER AND DOES NOT CURE SUCH FAILURE WITHIN FIFTEEN (15) CALENDAR DAYS OF THE

DATE COUNTY'S NOTICE WAS SENT TO VENDOR, COUNTY MAY, AT ITS SOLE DISCRETION, CANCEL OR TERMINATE THIS PURCHASE ORDER. SUCH CANCELLATION OR TERMINATION SHALL BE AT NO COST TO COUNTY.

SHOULD COUNTY SO CANCEL OR TERMINATE, COUNTY MAY AT ITS SOLE

DISCRETION, PROCURE THE ITEMS OR SERVICES FROM OTHER SOURCES AND

VENDOR SHALL BE LIABLE TO COUNTY FOR ANY AND ALL EXCESS COSTS, DETERMINED BY COUNTY, FOR SUCH ITEMS OR SERVICES.

ALL PURCHASES FROM THIS AGREEMENT MUST BE IN LINE WITH THE COUNTY POLICY FOR

SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
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THE PROCUREMENT OF ENERGY-EFFICIENT EQUIPMENT AND PRODUCTS. PREFERENCE WILL BE

GIVEN TO THOSE PRODUCTS THAT MEET THE FEDERAL ENERGY MANAGEMENT PROGRAM (FEMP) STANDARDS OR POSSESS AN ENERGY STAR LABEL.

THE COUNTY ACCEPTS THE ADDITIONAL TERMS AND CONDITIONS NEGOTIATED BY THE COUNTY AND XEROX EFFECTIVE ON JANUARY 1, 2016 ATTACHED.

DEPARTMENT MUST DESIGNATE DISPOSITION OF HARD DRIVES IN PURCHASE ORDER WHEN NEW MACHINES ARE PURCHASED OR LEASED.
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STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
6 6
The County of Los Angeles accepts your offer to furnish our requirements (and such requirements as may be ordered by cities and /or districts indicated herein) of the listed commodity, or service, as needed, subject to conditions of the stated quotation and as provided herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and entered into the State of California under the constitution and laws of this state and are to be so construed.

PRICE GUARANTEE: Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a price decline, or, should you at any time during the life of this agreement sell the same material or service under similar quantity and deliver conditions to the State of California, or legal district thereof, or to any county or Municipality within the State of California at prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles.

ATTENTION: VENDOR/DEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices, specifications, or conditions, etc., of this agreement can be made only by the Purchasing Agent by issuance of official amendment and in accordance with properly authorized changes agreed upon prior to consummation.

Los Angeles County will not pay for items not listed below that have not been processed in accordance with the above paragraph.

Vendor will incur payment problems.

County's Quality Assurance Plan. The County or its agent will evaluate Contractor's performance under this agreement on not less than annual basis. Such evaluation will include assessing Contractor's compliance with all contract terms and performance standards.

Contractor deficiencies which County's determines are severe or continuing and that may place performance of the agreement in jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by the County and Contractor. If improvement does not occur consistent with the corrective action measures, County may terminate this agreement or impose other penaltiesas specified in this agreement.

CONTRACTOR RESPONSIBILITY AND DEBARMENT

1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business onlywith responsible contractors.

2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a specified period of time not to exceed 5 years, and terminate any or all existing contracts the Contractor may have with the County.

3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflects on the Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against the County or any other public entity.

4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the evidence which is, the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board.

5. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/ or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor should be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit evidence to the Contractor Hearing Board,the Contractor may be deemed to have waived all rights of appeal.

6. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny or adopt the proposed decision and recommendation of the Hearing Board.

7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors.

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
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PROHIBITION AGAINST USE OF CHILD LABOR
VENDOR shall:

1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in violation of child labor standards set by the International Labor Organizations through its 1973 Convention concerning Minimum Age for Employment.

2. Upon request by COUNTY, identify the country/countries of origin of any products. goods, supplies or other personal property bidder sells or supplies to COUNTY, and

3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compliance with all international child labor conventions.

Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply.

Failure by VENDOR to comply with the provisions of this clause will be grounds for immediate cancellation of this Purchase Order or termination of this Agreement and award to an alternative vendor.

A. Jury Service Program.

This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.

Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply.

B. Written Employee Jury Service policy.

1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its Employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service. This policy may provide that Employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the Employee's regular pay the fees received for jury service.

2. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the County or a subcontract with a County contractor and has received or will receive an aggregate sum of $50,000 or more in any 12- month period under one or more County contracts or subcontracts. "Employee" means any California resident who is a full time employee of Contractor. "Full time" means 40 hours or more worked per week, or a lesser number of hours if the lesser number is a recognized industry standard and is approved as such by the County. If Contractor uses any subcontractor to perform services for the County under the Contract, the subcontractor shall also be subject to the provisions of this Section. The provisions of this Section shall be inserted into any such subcontract agreement and a Copy of the Jury Service Program shall be attached to the agreement.

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
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3. If Contractor is not required to comply with the Jury Service Program when the Contract commences, Contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and Contractor shall immediately notify County if Contractor at any time either comes within the Jury Service Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the Program. In either event, Contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sale discretion, that Contractor demonstrate to the county's satisfaction that Contractor either continues to remain outside of the Jury service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Program.

4. Contractor's violation of this Section of the contract may constitute a material breach of the Contract. In the event of such material. breach, County may, in its sole discretion, terminate the Contract and/or bar Contractor from the award of future County contracts for a period of time consistent with the seriousness of the breach.

PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS
Vendors are entitled to receive payment for goods received by, or services provided to the county specific to the Contract or Purchase Order price amount. Under no circumstances will those Suppliers, Contractors or Vendors who supply goods or otherwise contract services with the County of Los Angeles be entitled to or paid for expenditures beyond the Contract or Purchase Order amounts.

Vendors are prohibited from accepting prepayment for goods or services without the express written approval of the County Purchasing Agent.

ASSIGNMENT BY CONTRACTOR
A. Contractor shall not assign its rights or delegate its duties under the Agreement, or both whether in whole or in part, without the prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this paragraph, County consent shall require a written amendment to the Agreement, which is formally approved and executed by the parties. Any payments by county to any approved delegate or assignee on any claim under the Agreement shall be deductible, at County's sole discretion, against the claims which Contractor, may have against county.

B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange. assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of the Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Agreement.

C. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties, responsibilities, obligations, or performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without county's express prior written approval, shall be a material breach of the Agreement which may result in the termination of the Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER (EFT)

1. The County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or services provided under an agreement or contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit, unless an alternative method of payment is deemed appropriate by the Auditor-Controller (A-C).

2. The Contractor shall submit a direct deposit authorization request via the website https://directdeposit.lacounty.gov with banking and vendor information, and any other information that the A-C determines is reasonably necessary to process the payment and comply with all accounting, record keeping, and tax reporting requirements.

3. Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct deposit shall supersede this requirement with respect to those payments.

FEDERAL UNIFORM GUIDELINE CLAUSE
By entering into this Contract/Purchase Order, the Contractor/Vendor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
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COMPLIANCE WITH COUNTY POLICY OF EQUITY
The contractor acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace very seriously, as set forth in the County Policy of Equity (CPOE), (https://ceop.lacounty.gov/). The contractor further acknowledges that the County strives to provide a workplace free from discrimination, harassment, retaliation and inappropriate conduct based on a protected characteristic, and which may violate the CPOE. The contractor, its employees and subcontractors acknowledge and certify receipt and understanding of the CPOE. Failure of the contractor, its employees or its subcontractors to uphold the County’s expectations of a workplace free from harassment and discrimination, including inappropriate conduct based on a protected characteristic, may subject the contractor to termination of contractual agreements as well as civil liability.

Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 1 of 18
RT 09/2020
We have reviewed the County’s Request for Proposal (“RFP”) and have prepared the enclosed Proposal for your consideration. Although the Proposal is based on the requirements included in your RFP, our Proposal does include some responses that are slightly different. This document and our Proposal explain those differences. In addition, we have included some Additional Terms that were not addressed in the County’s RFP. Please note that Xerox's Proposal is contingent upon the accuracy of the information included in the County’s RFP and Xerox’s review of the County’s credit.

Any material change to the information provided by the County, or the County’s credit, may result in a change to Xerox’s offer.

Please note that Xerox agrees to negotiate a solution that is acceptable to both parties if any of the below clarifications or Additional Terms are inconsistent with California law, or are otherwise unacceptable to the County. Our team is also prepared to discuss our Proposal in detail, and adjust our proposed equipment, support services, terms, and/or price offering based on the County’s final requirements. Upon award of this RFP, Xerox agrees to negotiate a Contract that incorporates the mutually agreed terms contained in the County’s RFP, our Proposal, Xerox’s Additional Terms, and any additional negotiated item(s).

Xerox’s Clarifications to the County’s RFP
Xerox provides the following clarifications and comments to the below listed County RFP requirements.

Standard Terms and Conditions

9. All Charges Included. The Xerox offer includes all expenses associated with the Equipment’s freight, its shipment to and removal from the County’s delivery dock, and its inside delivery/removal, excluding any unique delivery or removal expenses. The County will be responsible for any non-standard inside delivery or removal expenses, such as the additional time or resources required to disassemble the equipment due to the lack of adequate facility access or the movement of the equipment up/down stairways using stair creepers. If any excess rigging is required, Xerox will include the details and associated rigging costs with the individual equipment proposal prior to performing the actual service.

35. County’s Quality Assurance Plan. Xerox agrees that the County can terminate the order taking provision of the Agreement based on Xerox’s performance during the annual contract review. However, this cancellation provision does not pertain to any equipment installed under the Agreement prior to the County’s termination of the Lease or Services Order.

In the event the Agreement is terminated, individual Lease and Service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and Individual Lease, Purchase, or Services Order.

Award Terms and Conditions

2. Delivery. Please note that title to purchased equipment will pass to the County upon the equipment’s installation and title to the equipment acquired under a Lease or Service Order will remain with Xerox until the County exercises the equipment purchase option.

3. Invoices; 4. Prices Sales Tax. The Xerox offer includes all expenses associated with the Equipment’s freight, its shipment to and removal from the County’s delivery dock, and its inside delivery/removal, excluding any unique delivery or removal expenses. The County will be responsible for any non-standard inside delivery or removal expenses, such as the additional time or resources required to disassemble the equipment due to the lack of adequate facility access or the movement of the equipment up/down stairways using stair creepers. If any excess rigging is required, Xerox will include the details and associated rigging costs with the individual equipment proposal prior to performing the actual service. Where applicable, Xerox shall distinguish material costs from labor costs on applicable invoices.

5. Payment Terms. Please note that Xerox will not invoice the County until Xerox has received a signed order or purchase order from the County, and the equipment has been delivered, installed, and is available for the County’s use. Any equipment that does not perform to its published standard will be repaired or replaced at Xerox’s expense provided the equipment is covered under a Lease or Service Order.

6. Warranties. Xerox agrees to repair or replace any Equipment that does not perform to its published specification, provided the Equipment is covered by a Xerox maintenance plan. Any Equipment that needs to be replaced will be replaced with an identical model, or at Xerox’s option a unit with similar capabilities and comparable usage. Please note that Equipment cannot be returned to Xerox unless Equipment’s performance capabilities was misrepresented.

Xerox agrees that it will be responsible for any additional costs incurred by the County if Xerox fails to deliver the requested product(s) or service(s), provided the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct a performance failure for a Lease or installment Purchase Order and 60 days for a Service Order. If the performance shortfall is not corrected to the contracted standard within the agreed upon timeframe, Xerox will either issue a check or issue a separate credit invoice to the County. Pending correction of the failure, the County is expected to pay all Xerox Clarifications to
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undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that an individual lease, installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders.

Xerox agrees that the County can terminate the Master Agreement and stop placing additional equipment orders with 30 days prior written notice. However, the cancellation provision does not pertain to any in-place equipment installed under a Lease, Installment Purchase, or Service Agreement prior to the County’s termination notice. In the event the Master Agreement is terminated, individual lease, installment purchase, and service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and individual Lease Agreement.

7. Cancellation. Xerox agrees that the County can cancel an open/uninstalled equipment order based on a change in its business requirements without penalty. However, this cancellation flexibility does not pertain to any equipment installed under a Lease or Services Order. Any installed equipment will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and the individual Lease, Purchase, or Services Order.

12. Indemnification; 15. Compliance with Laws. Xerox agrees to defend the County from, and pay any ultimate judgment for, 3rd Party infringement in the United States by Xerox-branded equipment or Xerox-branded software of any U.S. patent, trademark, trade secret, protected semiconductor chip mask work, or copyright if the County promptly notifies Xerox in writing of any alleged infringement and allows Xerox to defend the claim. The County agrees to provide Xerox with all reasonable assistance that Xerox may require, and that the County will do nothing to compromise Xerox’s defense or settlement of the claim. Xerox is not responsible for any non-Xerox litigation expenses or settlements unless Xerox agrees to them in writing. Xerox is not liable for any infringement due to equipment or software being made or modified by the County, or the County’s requested specifications or designs; or equipment / software being used or sold in combination with equipment, software, or supplies not provided by Xerox. Xerox makes no other express or implied warranty of non-infringement and has no other liability for infringement or any damages. To avoid an infringement (even if not alleged), Xerox may modify or substitute an equivalent Xerox-brand Product, refund the price paid for the Xeroxbrand Product (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses.

13. Default . Xerox agrees that it will be responsible for any additional costs incurred by the County if Xerox fails to deliver the requested product(s) or service(s), providing the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct the performance for a Lease or installment Purchase Order, or 60 days for a Services Order. Pending correction of the failure, The County is expected to pay all undisputed amounts including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that all individual lease installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders.

17. Force Majeure. Xerox agrees that neither party will be in breach of their performance obligations if a force majeure event prevents the party from fulfilling its obligations. The County’s payment obligation will be suspended with respect to any Equipment that is rendered inoperable during a force majeure event if Xerox is prevented from providing maintenance services. The payment suspension will continue until the end of the force majeure event or until Xerox restores the Equipment to operating condition. If payment is suspended, the term of this Agreement will be extended for a period equal to the County’s payment suspension.

19. Most Favored Nation. Please note that Xerox price offering provided under this Contract represent the maximum prices that the County will be charged during the Contract term. Order time promotions, and other discounts based on the type(s) and number of products ordered, and the equipment installation term are also available. Xerox cannot guarantee the price relationship of this offer to other Xerox contract offerings, as this contract has been customized based on the specific equipment quantities, impression volumes, agreement term, and service/support requirements included in the County’s RFP. Additionally, Xerox does not have the means to compare an Individual County equipment order with any other customer order. However, Xerox agrees to review the County’s contract price offering every 24-months and to adjust, as appropriate, the mutually agreed go-forward price for future order activity only.

21. Acceptance. Unless the Lease or Service Order is preceded by a Trial Order, the Equipment will be deemed accepted on the equipment’s installation date, which is the date Xerox determines the equipment to be operating satisfactorily, as demonstrated by the successful completion of diagnostic routines, and is available for the County’s use. The Installation Date for equipment and software designated as “Customer Installable” w2ill be the Equipment delivery date. Any Equipment that does not perform to its published specification will be repaired or replaced by Xerox at its expense, provided the Equipment is covered by a Xerox warranty or maintenance plan. Any Equipment that needs to be replaced will be replaced with an identical model, or at Xerox’s option, a unit with similar capabilities, and comparable usage.

32. Payroll Records. Xerox agrees, upon reasonable written request, to make available to the County the financial and other records that are required to substantiate the Services and accurate billings under the Agreement, and excludes any information deemed by Xerox to be confidential or proprietary.

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Records Retention and Audit. Federal or State Funded Purchases. Xerox agrees, upon reasonable written request, to make available to the County the financial and other records that are required to substantiate the Services and accurate billings under the Agreement, and excludes any information deemed by Xerox to be confidential or proprietary.

devices contain a comprehensive imaging overwrite feature. The image overwrite, when turned on at install, will overwrite job data stored on the hard drive based on an On-Demand, Immediate, or Scheduled basis. Use of this overwrite function assures that the residual data from any copy, print, or scan will be overwritten using a U.S. Department of Defense recommended 3-pass process. The use of the Immediate or Scheduled feature ensures that the hard drive is sanitized following the overwrite program execution without requiring any additional actions on the part of the user or Xerox.

Other Items

or affiliate of Xerox, or to securitize the Equipment under the Agreement. Such assignment will be transparent to the County. Although the assignee will have all of the Agreement rights, Xerox will continue to be responsible for the provision of maintenance services and all other contractual obligations, with all payments continuing to be made to Xerox. Xerox will not assign the contract to any external third party financing organization without the County’s prior written consent. An assignment of the maintenance services will require the County’s prior written consent. Selected services, such as the equipment delivery and removal, supply deliveries and customer training may be performed by authorized Xerox contractors.

deliveries and removals during off-peak hours consistent with the end user’s business requirements.

Xerox agrees that the County can terminate the order taking provision of the Agreement based on Xerox’s performance during the annual contract review. However, this cancellation provision does not pertain to any Equipment installed under the Agreement prior to the County’s termination of the Lease or Services Order. In the event the Agreement is terminated, individual Lease and Service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and individual Lease, Purchase, or Services Order.

Special Terms and Conditions.

County if Xerox fails to deliver the requested product(s) or service(s) providing the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct a performance failure for a Lease or installment Purchase Order and 60 days for a Service Order. Pending correction of the failure, the County is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that an individual lease, installment purchase, or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders. Xerox agrees that the County can terminate the Master Agreement and stop placing additional equipment orders with 30 days prior written notice. However, this cancellation provision does not pertain to any in-place equipment installed under a Lease, Installment Purchase, or Service Agreement prior to the County’s termination notice. In the event the Master Agreement is terminated, individual lease, installment purchase, and service equipment placements will continue until their scheduled expiration date, and continue to be governed by and be subject to the terms and conditions of the Agreement and the individual Lease Agreement.

installation and title to the Equipment acquired under a Lease or Service Order will remain with Xerox until the County exercises the Equipment purchase option.

manufactured or factory produced new model equipment, both of which are currently manufactured by Xerox and defined as new. None of the equipment provided will be remanufactured, reconditioned, recycled, refurbished, or used, although the equipment may contain some recycled components that meet newly manufactured standards. Regardless of the equipment type provided, the County will be the first user of the newly manufactured and factory produced new model equipment.

published specification, provided the Equipment is covered by a Xerox maintenance plan. Any Equipment that needs Xerox Clarifications to
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to be replaced will be replaced with an identical model, or at Xerox’s option a unit with similar capabilities and comparable usage. Please note that Equipment cannot be returned to Xerox unless Equipment’s performance capabilities was misrepresented.

Xerox agrees that it will be responsible for any additional costs incurred by the County if Xerox fails to d4eliver the requested product(s) or service(s), provided the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct a performance failure for a Lease or installment Purchase Order and 60 days for a Service Order. If the performance shortfall is not corrected to the contracted standard within the agreed upon timeframe, Xerox will either issue a check or issue a separate credit invoice to the County. Pending correction of the failure, the County is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute.

Xerox agrees that an individual lease, installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure within 30 days for Lease Orders and 60 days for Service Orders.

Xerox agrees that the County can terminate the Master Agreement and stop placing additional equipment orders with 30 days prior written notice. However, the cancellation provision does not pertain to any in-place equipment installed under a Lease, Installment Purchase, or Service Agreement prior to the County’s termination notice. In the event the Master Agreement is terminated, individual lease, installment purchase, and service equipment placements will continue until their scheduled expiration date, and continue to be governed by, and be subject to, the terms and conditions of the Agreement and individual Lease Agreement.

maximum prices that the County will be charged during the Contract term. Order time promotions, and other discounts based on the type(s) and number of products ordered, and the equipment installation term are also available. Xerox cannot guarantee the price relationship of this offer compared to other Xerox contract offerings, as this contract has been customized based on the specific equipment quantities, impression volumes, agreement term, and service/support requirements included in the County’s RFP. Additionally, Xerox does not have the means to compare an individual County equipment order with any other Customer order. However, Xerox agrees to review the County’s contract price offering every 24 months and adjust the mutually agreed go-forward price for future order activity only.

purchase order from the County, and the equipment has been delivered, installed, and is available for the County’s use.

deliver the requested product(s) or service(s), providing the County notifies Xerox in writing of the performance failure and provides Xerox 30 days to correct the performance for a Lease or Installment Purchase Order, or 60 days for a Service Order. Pending correction of the failure, the County is expected to pay all undisputed amounts, including the Monthly Minimum Charge, which is not subject to dispute. Xerox agrees that an individual lease, installment purchase or services equipment agreement can be terminated if Xerox fails to correct the identified performance failure with 30 days of Lease Orders and 60 days for Service Orders.

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Xerox Additional Terms
Article One: General Terms

1. Products. “Products” means Xerox-brand equipment (“Equipment”), Licensed Software (as defined below) and supplies identified in this Agreement “Third Party Products” means the third party hardware (“Third Party Hardware”), third party software (“Third Party Software”) and/or third-party hosted service product (“Third Party Software as a Service” or “Third Party SaaS”) identified in this Agreement. Products and Third Party Products are for your business use (not resale) in the United States and its territories and possessions ("U.S.") and will not be used for personal, household or family purposes.

2. Order Documents.

A. Contract & Order Acceptance. Xerox may accept the Contract or any Order under the Contract either by Customer’s written signature on the Contract or Xerox Order Document or upon receipt of Customer’s signed purchase order.

B. Order Documents. Customer may issue purchase orders or other Customer documents, or use Xerox order forms (“Order” or “Agreement” document(s)) for order entry purposes only, describing the acquisitions under the Contract, specifying Customer’s requested shipment date, installation site, bill-to address, quantities ordered, product description including any Trade-In Equipment, components, pricing, and installation term. Regardless of the form, the Order Documents must reference the Customer or Xerox Contract number. Notwithstanding anything contained in any Order Document which is at variance with or additional to the Contract, Order Documents will incorporate and be subject solely to the terms and conditions of the Contract, except for additional Xerox agreement terms and conditions related to options selected by Customer. Xerox reserves the right to review and approve Customer’s credit prior to acceptance of an Order Document, and Customer authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies.

C. Upon acceptance by Xerox, the Order Document creates an Individual Agreement for the Products identified under the Contract.

D. Xerox reserves the right to review and approve Customer’s credit prior to acceptance of an Order Document and Customer authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies.

Order Documents may be submitted by hard copy or electronic means and those submitted electronically will be considered: (i) a “writing” or “in writing”; (ii) “signed” by Customer; (iii) an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) valid and enforceable.

3. Relocation. Until Customer has paid in full under a Purchase or Installment Purchase or while Equipment and/or Third Party Hardware is subject to a Lease or Services Order, all Equipment and/or Third Party Hardware relocations must be arranged, or approved in advance, by Xerox. The relocation will be at Customer's expense and while the Equipment is being relocated, Customer remains responsible to make all payments under the applicable Order.

4. Supplier Equipment Provided
Trade-In Equipment. Customer warrants that Customer has the right to transfer title to the equipment Customer is trading in as part of an Order ("Trade-In Equipment"), and that the Trade-In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of loss to the Trade-In Equipment will pass to Xerox when Xerox removes the Trade-In Equipment from Customer‘s premises. Customer will maintain the Trade-In Equipment at its present site and in substantially the Trade-In Equipment’s present condition until removed by Xerox. Customer will pay all accrued charges for the Trade-In Equipment, up to and including payment of the final principal payment number and all applicable maintenance, administrative, supply and finance charges until Xerox removes the Trade-In Equipment from the Customer’s premises.

5. Funding. Customer represents and warrants that all payments due and to become due during Customer’s current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the lease / purchase / acquisition of the Products, and it is Customer’s intent to use the Products for the entire contract term and to make all payments required under the Contract or an Order. If (i) through no action initiated by Customer, Customer’s governing body does not appropriate funds for the continuation of the Contract or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (ii) Customer has made a reasonable but unsuccessful effort to find a creditworthy an assignee acceptable to Xerox in its sole discretion within Customer’s general organization who can continue the Contract or an Order, the Contract or the Order may be terminated. To effect this termination, Customer must, 30-days prior to the beginning of the fiscal year for which Customer’s governing body does not appropriate funds for the upcoming fiscal year, notify Xerox that Customer’s governing body failed to appropriate funds and that Customer has made the required effort to Xerox Clarifications to
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find an assignee. Customer’s notice must be accompanied by payment of all sums then owed through the current year under the Contract or any Order, and must certify that canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. Customer agrees to release the Equipment to Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year.

6. Maintenance Services. Except for Equipment and/or Third Party Hardware identified as "No Svc.", Xerox (or a designated servicer) will keep the Equipment and/or Third Party Hardware in good working order (“Maintenance Services”). Maintenance Services are provided as a mandatory part of a Lease or Rental or Maintenance Order.

The service technicians assigned to provide Basic Services will have the expertise, skills, training, and professional education to perform the Basic Services in a professional manner. The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment and/or Third Party Hardware issues by: (a) utilizing Customer-implemented remedies provided by Xerox; (b) replacing Cartridges; and (c) providing information to and implementing recommendations provided by Xerox telephone support personnel. If an Equipment and/or Third Party Hardware issue is not resolved after completion of (a) through (c) above, Xerox will provide on-site support as provided herein. Maintenance Services will be provided during Xerox's standard working hours in areas open for repair service for the Equipment and/or Third Party Hardware. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment and/or Third Party Hardware to comply with Xerox's published specifications or Third Party Hardware vendor’s published specifications, as applicable; (iii) use of options, accessories or products not serviced by Xerox; (iv) nonXerox alterations, relocation, service or supplies; or (v) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. As your exclusive remedy for Xerox's failure to provide Maintenance Services on the Equipment, Xerox will, for 5 years after the installation date of the initial unit or the initial Term of the Agreement, whichever is longer, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If Xerox is unable to keep a unit of Equipment in good working order after the period noted above, either party may terminate Maintenance Services for that unit without any penalties or early termination charges upon not less than 30 days written notice to the other party. If you do not provide a meter reading for Equipment not capable of Remote Data Access, or if Remote Data Access is interrupted, Xerox may estimate the reading and bill you accordingly. For Third Party Hardware identified as “No Svc.”, you shall enter into a maintenance agreement with the Third Party Hardware vendor or its maintenance service provider, who shall be solely responsible for the quality, timeliness and other terms and conditions of such maintenance services. Xerox shall have no liability for the acts or omissions of such third party service provider.

7. Replacement Parts. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox’s property.

8. Installation Site. Customer is responsible for all physical, mechanical, and electrical expenses associated with preparing and maintaining the Equipment installation site, and agrees to give Xerox reasonable access to the Equipment and to provide Xerox adequate storage space for a reasonable quantity of replacement parts and supplies.

9. Cartridges. If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules ("Cartridges"), Customer agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S. Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured, or reprocessed.

Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new and/or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.

10. Consumable Supplies Consumable Supplies vary depending upon the Equipment model. If “Consumable Supplies” are included in the Maintenance Plan features, Consumable Supplies ,include: : (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. Unless otherwise set forth in an Order, Consumable Supplies excludes paper and staples. Consumable Supplies are Xerox's property until used by Customer, and Customer will use Consumable Supplies only with the Equipment for which “Consumable Supplies” is Xerox Clarifications to
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identified in the Maintenance Plan Features. If Consumable Supplies are furnished with recycling information, Customer will return the used item to Xerox for remanufacturing. Shipping information is available at Xerox.com/GWA. Upon the expiration of this Agreement, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If Customer’s use of Consumable Supplies exceeds Xerox's published yield by more than 10%, Xerox will notify Customer of such excess usage. If such excess usage does not cease within 30-days after such notice, Xerox may charge Customer for such excess usage. Upon request, Customer will provide current meter reads and/or an inventory of Consumable Supplies in its possession. Xerox may charge a shipping and handling fee for consumable supplies.

11. Commencement and Installation Dates The initial Term of a Lease, Rental, Maintenance or Services Order that includes Equipment and/or Third Party Hardware will commence on the “Installation Date”, which means: (a) for Equipment installed by Xerox, the date the parties determine the Equipment to be operating satisfactorily and is available for Customer’s use, as demonstrated by successful completion of diagnostic routines; and (b) for Equipment designated as “Customer Installable”, the Equipment delivery date.

12. Replacement. Xerox will, as Customer’s exclusive remedy for Xerox’s failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox’s option, another Xerox-branded model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the Equipment’s Agreement Term.

13. End of Service. Xerox has no obligation to maintain or replace Equipment beyond the Equipment’s “End of Service” date for that particular model of Equipment. End of Service means the date announced by Xerox after which Xerox will no longer, offer maintenance services or parts for a particular Equipment model. An End of Service Equipment List is available upon request.

14. Delivery and Removal. Equipment prices include standard delivery charges for all Equipment and, for Equipment for which Xerox retains ownership, standard removal charges.

15. Remote Services.

Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox or transmitted to or from Xerox by Equipment connected to Customer’s network ("Remote Data") via electronic transmission to a secure off-site location ("Remote Data Access"). Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotely diagnose and modify Equipment to repair and correct malfunctions Examples of Remote Data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. Remote Data Access may be used by Xerox for billing, report generation replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download any Customer data, documents or other information residing on or passing through the Equipment or Customer’s information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above. Upon Xerox’s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment.

Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Services are being performed.

16. Warranty Disclaimer & Waivers. XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

17. Limitation of Liability. Except for personal injury (including death), property damage, or intellectual property indemnity indemnification obligations set forth in the Contract, Xerox will not be liable to Customer for any direct damages relating to the Contract or any Order written hereunder in excess of the sum of the amounts paid and to be paid during the initial Term of the applicable Order. Neither party will be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the Contract or any Order written hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory.

18. Amendment. All changes to this Agreement or any Order must be made in a writing signed by both parties.

19. Notices.

A. Unless provided otherwise in this Agreement, notices under this Agreement or any Order must be sent in writing to the party's address at the end of this Agreement. Notices will be deemed given 5 days after mailing by first class mail, 2 days after sending by nationally recognized overnight courier, or on the date of electronic confirmation of receipt of a facsimile transmission, when followed by mailing of such notice as provided herein.

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B. Invoices are not considered notices under this Agreement. All payment related notices under an Order will be sent: (a) to Customer at the "Bill to" address in the Order, and (b) to Xerox at the inquiry address on the most recent invoice. All other notices under this Agreement or an IA shall be sent to a party at its address or facsimile number below. Either party may change its address or facsimile number for receipt of notice by notifying the other party at its address or facsimile number below.

To Customer: To Xerox:

Office of General Counsel
Xerox Corporation
201 Merritt 7
Norwalk, CT 06851-1056

20. Miscellaneous.

A. Communication. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phonenumber (includingcellular)orelectronicaddressCustomer providestoXerox.

B. Contract Documents. Each party may retaina reproduction (e.g.,electronic image, photocopy, facsimile) of this Agreement and each Order under the Agreement, which will be admissible inany action to enforce it.

C. Data Security. Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability, and use of data security features are solely Customer's responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models.

D. Taxes. You will be responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable under this Agreement ("Taxes"), which will be included in Xerox's invoice unless you timely provide proof of your tax exempt status. Taxes do not include personal property taxes in jurisdictions where Xerox is required to pay personal property taxes, and taxes on Xerox's income. This Agreement is a lease for all income tax purposes and you will not claim any credit or deduction for depreciation of the Equipment and/or Third Party Hardware, or take any other action inconsistent with your role as lessee of the Equipment and/or Third Party Hardware.

E. Protection of Xerox Rights. You authorize Xerox or its agent to file, by any permissible means, financing statements necessary to protect Xerox's rights as lessor of the Equipment and/or Third Party Hardware. You will promptly notify Xerox of a change in ownership, or if you relocate your principal place of business or change the name of your business.

21. Default. Customer will be indefault under an Order ifXerox does not receive any payment within 15days after the date it is due (45-days after the invoice date) or Customer breaches any other obligation under this Agreement, anyOrder,oranyotheragreementwithXerox
Software

22. Software License. Xerox grants Customer a non-exclusive, non-transferable license to use (a) the software and accompanying documentation provided with the Xerox-brand Equipment and/or Third Party Hardware ("Base Software”) only with the Xerox-brand Equipment and/or Third Party Hardware with which it was delivered; and (b) Software and/or Third Party Software that is set forth as a separate line item in this Agreement ("Application Software") (including its accompanying documentation) and may only be used on any single unit of Equipment or Third Party Hardware, as applicable, for as long as Customer is current in the payment of all applicable software license fees. “Base Software” and “Application Software” are referred to collectively as “Licensed Software”. • Customer has no other rights and may not: (a) copy, distribute, modify, create derivatives of, decompile, or reverse engineer Licensed Software; (b) activate Licensed Software delivered with the Equipment or Third Party Hardware in an inactivated state; or (c) allow others to engage in same. • Title to, and all intellectual property rights in, Licensed Software will reside solely with Xerox and/or its licensors, who will be considered third-party beneficiaries of this Section. • The Base Software license will terminate: if (i) you no longer use or possess the Equipment and/or Third Party Hardware; (ii) you are a lessor of the Equipment and/or Third Party Hardware and your first lessee no longer uses or possesses it; or (iii) upon the expiration of any individual Agreement under which Customer has rented or leased the Equipment, and/or Third Party Hardware, as applicable. unless Customer has exercised an option to purchase the Equipment and or Third Party Hardware as applicable.

County of Los Angeles
1100 N. Eastern Ave.

Rm G115
Los Angeles, CA 90063
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• Neither Xerox nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. • Licensed Software may contain code capable of automatically disabling the Equipment. Disabling code may be activated if: (x) Xerox is denied access to periodically reset such code; (ii) you are notified of a default under this Agreement; or (iii) your license is terminated or expires The foregoing terms do not apply to Diagnostic Software or to Licensed Software/documentation accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement.

23. Software Support. Except for Products and/or Third Party Products identified as "No Svc.", Xerox (or a designated servicer) will provide the software support set forth below (“Software Support”). For Base Software for Equipment, Software Support will be provided during the initial Term of the applicable Order and any renewal period but in no event longer than 5 years after Xerox stops taking customer orders for the subject model of Equipment. For Base Software for Third Party Hardware Software Support will be provided during the initial Term and any renewal period but in no event longer than the Third Party Hardware vendor provides similar support for it, For Application Software, Software Support will be provided as long as Customer is current in the payment of all applicable software license and support fees.
• Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Licensed Software problems and answer Licensed Software-related questions. • Xerox, either directly or with its vendors, will make reasonable efforts to: (a) assure that Licensed Software performs in material conformity with its user documentation; (b) provide available workarounds or patches to resolve Licensed Software performance problems; and (c) resolve coding errors for (i) the current Release and (ii) the previous Release for a period of six (6) months after the current Release is made available to Customer. Xerox will not be required to provide Software Support if Customer has modified the Licensed Software. • New releases of Licensed Software that primarily incorporate compliance updates and coding error fixes are designated as "Maintenance Releases" or “Updates”. Maintenance Releases or Updates that Xerox may make available will be provided at no charge and must be implemented within 6 months. New releases of Licensed Software that include new content or functionality (“Feature Releases”) will be subject to additional license fees at Xerox’s then-current pricing.

Maintenance Releases, Updates, and Feature Releases are collectively referred to as “Releases”. Each Release will be considered Licensed Software governed by the Licensed Software License and Software Support provisions of the Contract, unless otherwise noted. Implementation of a Release may require Customer to procure, at Customer’s expense, additional hardware, and/or software from Xerox or another entity. Upon installation of a Release, Customer will destroy all prior Releases.. For Third Party Software identified as “No Svc.”, you shall enter into a support agreement with a Third Party Software vendor or its support services provider, who shall be solely responsible for the quality, timeliness and other terms and conditions of such support services. Xerox shall have no liability for the acts or omissions of such third party support services provider.

24. Diagnostic Software. Software used to evaluate or maintain the Equipment ( "Diagnostic Software") is included with the Equipment. Diagnostic Software is a valuable trade secret of Xerox. Title to Diagnostic Software will remain with Xerox or its licensors. Xerox does not grant you any right to use Diagnostic Software, and you will not access, use, reproduce, distribute or disclose Diagnostic Software for any purpose (or allow third parties to do so). You will allow Xerox reasonable access to the Equipment to remove or disable Diagnostic Software if you are no longer receiving Maintenance Services from Xerox, provided that any on-site access to your facility will be during your normal business hours. Customer agrees at all times to allow Xerox reasonable access to the Equipment to access, monitor, and otherwise takes steps to prevent unauthorized use or reproduction of Diagnostic Software, provided that such access to Customer’s facility will be during normal business hours.

End of General Terms
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Article Two: Specific Terms for Lease Orders
These Lease Terms are in addition to Xerox’s Additional Terms:

1. Non-Cancelable Agreement. LEASE ORDERS CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER’S OBLIGATION TO MAKE ALL PAYMENTS, AND TO PAY ANY

OTHER AMOUNTS DUE OR TO BECOME DUE, IS ABSOLUTE AND UNCONDITIONAL AND NOT SUBJECT TO

DELAY, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ANY CLAIM AGAINST XEROX MUST BE ASSERTED IN A SEPARATE ACTION AND SOLELY AGAINST XEROX.

2. Title and Risk of Loss. Until you exercise your Purchase Option: (a) Title to the Equipment and Third Party Hardware will remain with Xerox; (b) Equipment and Third Party Hardware will remain personal property; (c) you will not attach the Equipment or Third party Hardware as a fixture to any real estate; (d) you will not pledge, sublease, or part with possession of the Equipment or Third party Software, or file, or permit to be filed, any lien against the Equipment or Third Party Software; and, (e) you will not make any permanent alterations to the Equipment or Third Party Hardware. Risk of loss passes to you upon delivery and remains with you until Xerox removes such Equipment and/or Third Party Hardware. You will keep the Equipment and Third Party Hardware insured against loss or damage and the policy will name Xerox as a loss payee. If Customer self-insures such policy, Customer shall respond with regards to a loss as if there is such a policy in place.

3. Lease Commencement and Term. The initial Term for each unit of Equipment and/or Third Party Equipment will commence upon the delivery of customer-installable Equipment and/or Third Party Equipment; or the installation of Xerox-installable Equipment and/or Third Party Equipment (“Commencement Date”) and will continue for the number of full calendar months shown as “Lease Term” on the face of this Agreement. Any partial month in the Term will be billed on a pro rata basis, based on a 30 day month. For Equipment and Third Party Hardware, unless either party provides notice of termination at least 30-days before the expiration of the initial Term, it will renew on a month-tomonth basis at the same prices, and the same terms and conditions. During the renewal period, either party may terminate the Equipment and/or Third Party Hardware upon at least 30-days notice. Upon termination, Customer will make the terminated Equipment and/or Third Party Hardware available for removal by Xerox. At the time of removal, the Equipment and/or Third Party Hardware will be in the same condition as when delivered (reasonable wear and tear excepted).

4. Invoicing. The Minimum Lease Payment, which may include a monthly copy allowance (guaranteed number of copies), plus any additional Print Charges covers the cost of (i) the use of the equipment; (ii) the equipment’s maintenance; and (iii) consumable supplies, if applicable. The Minimum Lease Payment will commence following the Equipment’s installation and is billed monthly. Charges for excess prints will be reconciled and billed monthly or quarterly, as applicable in arrears. Xerox is responsible for paying and reporting personal property taxes on equipment acquired under a lease arrangement.

5. Refinanced Amounts. The “Amount Refinanced” is included in the amount financed under the Order. If the Amount Refinanced is under an order with a third party, Customer acknowledges that they have the right to terminate the agreement and Customer will provide Xerox with a statement from the third party identifying the equipment at issue, the amount to be paid off, and the payee’s name and mailing address. If the Amount Refinanced is under an agreement with Xerox, the refinancing will render Customer’s prior Lease Agreement null and void. If Customer breaches any of its obligations under the Refinanced Lease Agreement, the remaining Amount Refinanced amount will be immediately due and payable.

6. End of Term Lease Options. The following options are available for Equipment under an Individual Lease Agreement.

A. Fair Market Value, Lease Purchase Option. If not in default hereunder, Customer may purchase the Equipment, "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE, at the end of the initial Term for the “Purchase Option” indicated on the face of the Contract (i.e., either a set dollar amount or the fair market value of the Equipment at the expiration of the initial Term), plus all applicable Taxes. Notwithstanding Customer’s exercise of the Purchase Option, Xerox will thereafter continue to provide Customer with Maintenance Services and, if applicable, Consumable Supplies pursuant to the terms of the Lease Order and bill Customer therefor until either party provides no less than 30 days notice to terminate.

B. Fixed Purchase Option Purchase Option. If not in default hereunder, Customer may purchase the Equipment, "AS IS, WHERE-IS" and WITHOUT ANY WARRANTY AS TO CONDITION OR VALUE” (1) at the end of the initial Term of a Lease Order for the purchase option indicated in the Order, plus all applicable Taxes.

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C. Lease Renewal Option. Unless either party provides notice of termination at least 30-days before the end of the initial Term of an Order, the Order will automatically renew on a month-to-month basis at the same price, and the same terms and conditions. During the renewal period, either party may terminate an Individual Lease Agreement upon at least 30-days notice.

D. Lease Return. Upon termination, Customer will make the Equipment available for removal by Xerox. At the time of removal, the Equipment will be in the same condition as when delivered, reasonable wear and tear excepted.

7. Customer Default & Xerox Remedies. If Customer defaults under the Contract or any Order, Xerox may, in addition to its other remedies (including cessation of Maintenance Services), remove the Equipment and Third Party Hardware at Customer’s expense and require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest from the due date until paid as allowed under California law; (b) the Minimum Payments (less the Maintenance Services and Consumable Supplies components thereof, as reflected on Xerox's books and records) remaining in the Equipment and/or Third Party Hardware Order Term, discounted at 4% per annum; (c) the applicable fair market value / fixed purchase amount Purchase Option if applicable, and (d) all applicable Taxes.

If Customer notifies Xerox and makes the Equipment and/or Third Party Hardware available for removal by Xerox or the third party provider within 30-days after the notice of default, in the same condition as when delivered (reasonable wear and tear excepted), Customer will receive a credit for the fair market value / fixed purchase amount of the Equipment as determined by Xerox, less any costs incurred by Xerox.

8. Finance Lease. A LEASE IA IS A "FINANCE LEASE" UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL

CODE AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED UNDER THIS AGREEMENT, AND TO THE EXTENT PERMITIED BY CALIFORNIA LAW. In the event of any conflict between your rights as a Lessee under Article 2A and this Agreement, this Agreement shall control

9. Fixed Purchase Option Tax Treatment (where applicable). Xerox has accepted the Contract and each Order based on Customer’s representation that Xerox may claim any interest paid by Customer as exempt from federal income tax under Section 103(c) of the Code. Customer will comply with the information reporting requirements of Section 149(e) of the Code. Such compliance includes the execution of 8038-G or 8038-GC Information Returns. Customer appoints Xerox as Customer’s agent to maintain, and Xerox will maintain, or cause to be maintained, a complete and accurate record of all assignments of the Contract or an Order under the Contract in form sufficient to comply with the book entry requirements of Section 149(a) of the Code and the regulations prescribed there under from time to time. Should Xerox lose the benefit of this exemption as a result of Customer’s failure to comply with or be covered by Section 103(c) or its regulations, then, subject to the availability of funds and upon demand by Xerox, Customer will pay Xerox an amount equal to its loss in this regard. Customer will provide Xerox with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.

End of Lease Terms
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Article Three: Specific Terms for Purchase and Maintenance Orders These Purchase and Maintenance Terms are in addition to Xerox’s Additional Terms.

1. Cash Purchase.
i. Title and Risk. Title and risk of loss or damage to Equipment and/or Third Party Equipment will pass to Customer upon delivery, installation, and activation of the equipment as demonstrated by the successful completion of diagnostic routines and performance confirmation that the equipment is running and is available for the County's use.
ii. Payment. Customer’s payment under a Cash Purchase Order shall consist of the Net Price amount for the Equipment and/or Third Party Equipment purchased there under and all applicable Taxes. iii. Remedies. If Customer defaults under this Agreement or a Cash Purchase IA, Xerox, in addition to its other remedies (including the cessation of Basic Services if applicable), may require immediate payment of all amounts then due (including all applicable Taxes).

2. INSTALLMENT PURCHASE (where applicable). The following additional terms and conditions apply to installment Purchase Orders:
i. Title and Risk. Title and risk of loss or damage to Equipment and/or Third Party Hardware will pass to Customer upon delivery, installation, and activation of the equipment as demonstrated by the successful completion of diagnostic routines and performance confirmation that the equipment is running and is available forthe County's use. UntiltheProducts are paidinfull, Customer will insuretheProducts againstlossordamage ii. Payment. Customer’s payment under an Installment Purchase Order shall consist of the Installment Purchase Payments, along with a separate maintenance charge for the provision of Maintenance Services, if applicable, and all applicable Taxes.
iii. Remedies. If Customer defaults under the Contract or an Installment Purchase Order, Xerox, in addition to its other remedies, including the cessation of Maintenance Services, may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest on all amounts due from the due date until paid as allowed under California law: and (b) the remaining Installment Purchase Minimum Payments in the Installment Purchase Order term less any unearned finance charges as reflected on Xerox’s books and records, and (3) all applicable Taxes. In addition, if an Installment Purchase includes maintenance, Xerox may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (1) the lesser of the remaining Minimum Periodic Base Payments in the IA's term or six (6) such payments for one-year agreements (and twelve (12) such payments for multi-year agreements); and, (2) all applicable Taxes. iv. Prepayment of Balance. Customer, at any time, may prepay the remaining principal balance on an Installment Purchase IA, thereby eliminating the obligation to pay future finance charges.

3. Maintenance Terms for Customer Owned Equipment
i. Individual Agreement Term. An Individual Maintenance Agreement will commence at the end of any warranty period and expire on the last day of the 12th, 24th, 60th, 48th or 60th full calendar month thereafter, as applicable. ii. Individual Agreement Pricing. Except for fixed prices as agreed to by the parties in a Maintenance Order, Xerox may, annually increase the Periodic Base and PrintCharges with thirty (30) days prior written notice, and such increases, including Consumable Supplies, if applicable, shall not exceed fivepercent (5%). iii. Payment. Each Minimum Periodic Base Charge includes a Periodic Minimum Number of Prints (“Minimum Prints”). The Minimum Periodic Base Charge, along with any additional Print Charges for prints made in excess of the Minimum Prints and all applicable Taxes, cover Customer’s cost for the Equipment’s maintenance, provided as Maintenance Services in an Individual Maintenance Order written hereunder. The Minimum Periodic Base Charge will be billed in the month due and additional Print Charges are billed in arrears. iv. Remedies. If Customer defaults under the Contract or an Individual Maintenance Order, Xerox, in addition to its other remedies (including the cessation of Maintenance Services), may require immediate payment, as liquidated damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus interest on all amounts due from the due date until paid at the rate as allowed under California law; and (b) the lesser of (i) the remaining Minimum Periodic Base Charge in such Individual Maintenance Agreement’s term or six (6) such payments for one year agreements or twelve (12) such payments for multi-year agreements; and, (c) all applicable Taxes.

End of Purchase and Maintenance Terms Orders
Signature: __________________
Name: Theodore Lo____________________
_
Title: _______________________
Date: ______________________
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Article Four: Specific Terms for Services Orders
(Services Master Agreement “SMA”)
This Services Terms are in addition to Xerox’s Additional Terms:

1. SCOPE. The SMA sets forth the terms and conditions under which Customer may establish one or more Services Contracts for the acquisition of Services, Maintenance Services and Products to be provided to Customer’s in its U.S. locations in accordance with the terms and conditions stated in this Agreement, any Services Contracts and any applicable Orders. i. Products means Xerox Products and/or Third Party Products supplied by Xerox and provided to Customer pursuant to an Order.
ii. Services means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and managed and centralized print services, as more fully described in the applicable Order. Standard back-office administrative and contract support functions, such as billing, contract management and order processing, are not Services, but are included in the pricing provided for the Services hereunder.
iii. Services Contract means the applicable terms and conditions of this Agreement, the first Order having a particular assigned Services Contract number, and each additional Order, if any, with the same Services Contract number. iv. Services Software means software products used to provide certain Services (both a server component and/or client component to be installed on end user’s workstations, mobile devices and/or laptops) that may include one or more of the individual software modules identified on a Statement of Work or Order. v. Xerox Products means Equipment, Software and Consumable Supplies acquired pursuant to this Agreement. vi. Third Party Products means, collectively, Third Party Hardware and Third Party Software.

SMA

2.ORDERS. For purposes of this Article Four, Order means a document that Xerox requires for processing of orders for Services, Maintenance Services and/or Products hereunder, which may specify the contracting parties and location(s) where the foregoing will be provided; Customer’s requested shipment date; the Products that Customer will purchase, lease, rent or license; the Services and/or Maintenance Services that Xerox will provide; the applicable Charges and expenses; the term during which the Services, Maintenance Services and/or Products described therein shall be provided; the Xerox-provided contract number; and any applicable SLA’s. SLA’s or Service Level Agreements mean the levels of performance for the Services, if applicable, as set out in the applicable Order. a. Xerox may accept Orders either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer’s credit, or in the case of an Order by an Eligible Affiliate, such Eligible Affiliate’s credit, prior to acceptance of an Order and the entity placing the Order hereby authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies for this purpose Orders for Services, Maintenance Services, and/or Products are grouped into Services Contracts. Each separate Services Contract will be established when the first Order is placed that bears a new Services Contract number assigned by Xerox and Xerox accepts that Order. Each Services Contract will be assigned its own Services Contract number that will consist of this Agreement’s number followed by a three-digit extension.

Each Services Contract constitutes a separate contract under this Agreement. Customer may add Services, Maintenance Services or Products to an existing Services Contract by submitting additional Orders referencing the applicable Services Contract number and may also be in the form of a Services and Solutions Order (“SSO”), a Xerox Order Agreement (“XOA”) (which is used solely for an outright purchase by Customer under the EP module of this Agreement), an eCommerce Order (which is used solely for electronic ordering through an eCommerce Portal, or a Customer-issued PO. A Statement of Work may be part of an Order but cannot function as a stand-alone ordering document Each Services Contract will consist of the terms and conditions of this Agreement, the first Order under the Services Contract number and each additional Order with the same Services Contract number.
b. Unless Customer provides notice in writing at least 30 days before the end of the term of an Order of its intention not to renew, the Order will renew automatically on a month-to-month basis on the same terms and at the same price. c. Orders may be submitted via hard copy or electronic means and those submitted electronically by Customer shall be considered for all purposes to (i) be a “writing” or “in writing”; (ii) be “signed”; (iii) constitute an “original” when printed from electronic records established and maintained in the ordinary course of business; and, (iv) be valid and enforceable.

3.TERM.

This SMA shall commence on the Effective Date and shall continue for a term of months ("Initial Term", and continue on a month-to-month basis, unless expressly renewed by mutual written agreement or terminated by either party upon 30 days’ written notice. Upon termination, Customer shall permit Xerox to enter Customer Facilities for purposes of removing the Products owned by Xerox and/or Xerox Tools. Each Order hereunder shall have its own term, which shall be Signature: __________________
Name:odore Lo____________________
_
Title: _______________________
Date: ______________________
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stated in the Order. In the event the Agreement is terminated, each Services Contract in effect at such time shall remain in full force and effect until the expiration or termination of all Orders constituting such Services Contract (including any extensions or renewals thereof) and shall at all times be governed by, and be subject to, the terms and conditions of this Agreement as if this Agreement were still in effect. Termination of any Order shall not affect this Agreement or any other Orders then in effect. Customer Facilities mean means those facilities controlled by Customer where Xerox performs Services or provides Products.

5. CHARGES. Charges shall mean the fees payable by Customer for Services, Maintenance Services and/or Products as specified in this Agreement.
a. Charges for the particular Services, Maintenance Services, and/or Products will be set forth in an Order and are exclusive of any and all Transaction Taxes. Xerox’s then current overtime rates will apply to Services requested and performed outside Customer’s standard working hours.
b. In the event Xerox provides Supplier Equipment to Customer, the following terms shall apply unless otherwise specified in an Order:
i. Unless Supplier Equipment is purchased by Customer, Xerox (or the applicable third party vendor) shall at all times retain title to the Supplier Equipment. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox’s rights to the Supplier Equipment. Customer will promptly notify Xerox, in writing, of any change in ownership, or if it relocates its principal place of business or changes the name of its business. The risk of loss or damage to the Supplier Equipment shall pass to Customer upon delivery to the site where Xerox performs the Services and/or Maintenance Services and/or provides Products, as applicable. Customer will insure the Supplier Equipment against loss or damage and the policy will name Xerox as loss payee. ii. Customer agrees to use the Supplier Equipment in accordance with, and to perform, all operator maintenance procedures for the Supplier Equipment described in the applicable Documentation made available or provided by Xerox. The Customer shall not (unless the Supplier Equipment is Purchased Equipment, and then only with Xerox’s prior consent):
a. sell, charge, let or part with possession of the Supplier Equipment; b. remove the Supplier Equipment from Customer Facilities in which it is installed; or c. make any changes or additions to the Supplier Equipment.

6. PAYMENT. Customer agrees to pay Xerox all undisputed amounts due under each invoice via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account within 30 days after the invoice date.

Restrictive covenants submitted for or with payment to indicate that it is in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Customer’s payment obligations if it is not, in fact, full payment. If Customer disputes any amount included in an invoice, then (i) Customer must notify Xerox of the dispute in writing, (ii) such notice shall include a description of the items Customer is disputing and the reason such items are being disputed; and (iii) Customer shall promptly exercise its best efforts to work with Xerox to resolve such dispute. Pending resolution of such disputed amount, Customer shall pay any and all undisputed amounts within 30 days of invoice date, including the MMC which Customer agrees shall not be subject to dispute at any time.

11. PERSONNEL. Xerox agrees to comply with Customer's internal policies Customer provides to Xerox in writing for security and safety that are reasonable and customary under the circumstances, and that do not conflict with this SMA. Customer will provide Xerox with reasonable prior notice of such policies and any changes thereto. Neither party shall, directly or indirectly, actively solicit the employment of the other party's staff providing Services hereunder, which includes Xerox's agents, and their supervisors during the term of this SMA and for a period of one (1) year thereafter. Employment arising from inquiries received via advertisements in newspapers, job fairs, unsolicited resumes, or applications for employment shall not be considered active solicitation.

12. SERVICES AND THIRD PARTY PRODUCT WARRANTY / WARRANTY LIMITATIONS, AND WARRANTY DISCLAIMER/ WAIVER.
a. SERVICES WARRANTY. Xerox agrees to perform the Services in a professional manner consistent with applicable industry standards. Xerox will re-perform any Services not in compliance with this representation and brought to Xerox’s attention in writing within 30 days after such Services are performed, which shall be the exclusive remedy for such non-compliance.

Xerox; provided however, in no event will Xerox be responsible for any delay or failure to perform the Services or provide Products including achieving any associated SLAs or other requirements in the applicable SOWs, DOSs or Orders, to the extent that such delay or the failure is caused by: (i) Customer’s failure or delay in performing its responsibilities under this Agreement; (ii) reasons outside Xerox’s reasonable control, including Customer Assets (means all hardware, equipment, fixtures, software networks, work space, facilities, services and other assets owned, leased, rented, licensed or controlled by Customer (including Existing Equipment and Existing Software) that Customer makes available to Xerox to enable Xerox to fulfill its obligations under an Order), Customer’s content or materials, or delays or failures Xerox Clarifications to
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by Customer’s agents, suppliers or providers of maintenance and repair services for Customer Assets; or (iii) unauthorized modifications to Equipment, Software or Third Party Hardware.

Warranty Disclaimer and Waiver for Services. TO THE MAXIMUM EXTENT PERMITIED BY APPLICABLE LAW, THE

EXPRESS WARRANTIES SET FORTH INTHIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS

OR IMPLIED, AND XEROX DISCLAIMS AND CUSTOMER WAIVES ALL OTHER WARRANTIES FOR SERVICES,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
c. THIRD PARTY PRODUCT WARRANTY. Where Xerox in its sole discretion selects and supplies Third Party Products, Xerox warrants they will operate substantially in conformance with applicable SLAs or other requirements in the Order. Customer’s sole remedy for breach of this warranty is to return the Third Party Product to Xerox and then receive a refund of any fees paid for such non-conforming Third Party Product, less a reasonable usage fee. If Customer requests a specific Third Party Product, Xerox will pass-through as permitted any third party warranties. d.EQUIPMENT WARRANTY. Any Equipment warranty to which Customer is entitled shall commence upon the Date of Installation. Use by Customer of consumables not approved by Xerox that affect the performance of the Equipment may invalidate any applicable warranty.

THE WARRANTIES AND GUARANTEES SET FORTH IN THIS SMA ARE EXPRESSLY CONDITIONED UPON THE USE

OF THE SERVICES AND PRODUCTS FOR THEIR INTENDED PURPOSE IN THE SYSTEMS ENVIRONMENT FOR

WHICH THEY WERE DESIGNED AND SHALL NOT APPLY TO ANY SERVICES OR PRODUCTS WHICH HAVE BEEN

SUBJECT TO MISUSE, ACCIDENT, ALTERATION OR MODIFICATION BY CUSTOMER OR ANY THIRD PARTY (EXCEPT AS SPECIFICALLY AUTHORIZED IN WRITING BY XEROX.)

13. Confidential Information.
a. Obligations. Information exchanged under this Agreement will be treated as confidential if it is identified as confidential at disclosure or if the circumstances of disclosure would indicate to a reasonable person that the information should be treated as confidential. Each party agrees not to disclose any confidential information without the other party’s prior written consent. Any services procedures manuals and Xerox’s Intellectual Property are Xerox Confidential Information. Private Information is Customer’s Confidential Information. Confidential Information may only be used for the purposes of receiving the benefit of or fulfilling obligations under this Agreement, and shared with employees, agents or contractors with a need to know such information to support the foregoing purposes. Confidential Information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the termination or expiration of this Agreement or the Order under which such Confidential Information was disclosed, whichever occurs later. The duration of confidentiality obligations with respect to Private Information shall be governed by applicable Privacy Laws. These obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; (3) was developed by the receiving party’s employees independently of and without reference to any of the other party’s Confidential Information; or (4) where disclosure is required by law or a government agency; provided, however, as to a requirement to disclose Confidential Information per clause (4), that party will (x) notify the disclosing party of the obligation to make such disclosure, and (y) reasonably cooperate with the disclosing party if the disclosing party seeks a protective order. b. Residual Rights. Each party understands that the other party shall be free to use for any purpose the Residuals resulting from access to Confidential Information as a result of the performance of its obligations under an Order, provided that such party shall maintain the confidentiality of such Confidential Information as provided herein. Neither party shall pay royalties for the use of Residuals. However, the foregoing shall not be deemed to grant either party a license under the other party’s copyrights or patents.

14. Intellectual Property.
a. Xerox Tools may be used by Xerox to provide certain Services, as set forth in an Order or a Statement of Work.

Xerox and its licensors will at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein or as set forth in an SOW where limited access to the Xerox Device Manager (XDM) may be granted for a specific purpose, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only by Xerox Clarifications to
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Xerox or its authorized agents. Customer will not decompile or reverse engineer any Xerox Tools, or allow others to engage in same. Customer will have access to Remote Data and reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Xerox may remove Xerox Tools at any time in Xerox’s sole discretion, provided that the removal of Xerox Tools will not affect Xerox’s obligations to perform Services, and Customer shall reasonably facilitate such removal.
b. Each party will retain ownership of its Intellectual Property. Each party grants the other a limited, nonexclusive, royalty-free right and license to use the other party’s Intellectual Property (excluding the Xerox Tools) in the U.S. only to the extent necessary for such party and its designees to receive the benefit of, and/or, fulfill its obligations under this Agreement. Neither party will (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer the Intellectual Property of the other or, (ii) allow others to engage in same, except as permitted by applicable law or as expressly permitted under this Agreement or the applicable SOW.
c. The parties acknowledge and agree that no Intellectual Property will be created or transferred under this Agreement. If the scope of the parties’ relationship changes to include creation or transfer of Intellectual Property, that activity will be addressed in a separate written agreement. d. If the Products or Services are configured to provide output (excluding Remote Data), including modification or transformation of Customer Information, Customer shall be the sole owner of any such output in any format or media obtained by use of the Products or Services and may freely use and disclose such output to any third party. Examples of output include scans and printed output of Customer Information processed by Equipment.

15. Indemnification.

A. Xerox agrees, atitsexpense , ifpromptly notified by Customerandgiventherighttocontrol the defense, will defend Customer from, and pay any settlement agreed to by Customer or any ultimatejudgment for, all claims by third parties for personal injury (including death) or tangible property damage to the extent proximately caused by the willful misconduct or negligent acts or omissions of Xerox, its officers, employees, or agents in connection with this Agreement. Customer may procure its own representation and participate in the defense at its own expense. Xerox is not responsible for any Customer litigation expenses or settlements unless Xerox pre-approves them in writing.

B. Xerox shall, if promptly notified by Customer and given the right to control the defense, indemnify, defend and hold harmless Customer, its Affiliates and their respective officers, directors, employees, agents, successors and assigns, for all Claims, that Xerox Products or Customer’s use of the Services provided by Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual property right ) to the extent any Claim is based on or arises out of any (i) Services performed using Customer Assets, Customer Information or other materials provided to Xerox by Customer for which Customer failed to provide sufficient rights to Xerox; (ii) infringement by Services resulting from Customer’s direction, specification or design; (iii) modification or alteration to such Xerox Products or Services not approved in writing by Xerox; (iv) any combination or use of the Xerox Products or Services not approved in writing by Xerox; (v) use of the Xerox Products or Services not in accordance with the applicable Documentation; or (vi) Customer’s failure to use corrections or enhancements to the Xerox Products provided by Xerox. If a Claim is made or appears likely to be made pursuant to this Section, Customer agrees to permit Xerox, at Xerox’ sole option and expense, to obtain the right to enable Customer to continue to use such Xerox Products, to make them non-infringing or to replace them with items that are at least functionally equivalent. If Xerox determines that none of these alternatives is reasonably available, Customer agrees to return such Xerox Products to Xerox upon Xerox’ written request. Xerox will then give Customer a refund equal to the amount Customer paid Xerox for such Xerox Products less a reasonable usage fee.

C. Xerox will not pay any settlement agreed to by Customer for any third party claims subject to b(i)- Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 17 of 18
RT 09/2020
(vi) above or for infringement of any intellectual property rights arising out of or related to performance of Services using Customer Assets, Customer Content or other materials pursuant to Customer's request or direction or for Customer's breach of the first sentence of the Section herein titled "INTELLECTUAL PROPERTY". Customer is not responsible for Xerox litigation expenses or settlements unless Customer pre-approves them inwriting.

16. Limitation of Liability. Except for personal injury (including death), property damage, or intellectual property damages as defined herein, Xerox shall not be liable to Customer, in the aggregate,for any direct damages in excess of the amounts paid by Customer to Xerox during the twelve (12) months prior to the claim or $50,000, whichever is greater, and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this SMA or any Order hereunder, whether the claim alleges tortious conduct (including negligence) or any other legal theory. This limitation of liability shall not be applicable to any specific indemnification obligations set forth in this SMA or to Customer's breach of confidentiality obligations regarding the Xerox Tools.

17. Services
a. Scope of Services
Subject to the terms and conditions of this Agreement, Services will be performed by Xerox and/or its Affiliates in accordance with the requirements set forth in an Order. If Customer fails to perform or is delayed in performing any of its responsibilities under this Agreement, such failure or delay may prevent Xerox from being able to perform any part of the Services or Xerox-related activities. Xerox shall be entitled to an extension or revision of the applicable term of the Order (which may include setting a new expected date for commencement of Services) or to an equitable adjustment in performance metrics associated with such failure or delay.
b. License Grant: Xerox grants Customer a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services only for the purpose of such Customer and its designees receiving the benefit of the Services set forth in the applicable SOW. c. Charges for Services
Charges for Services are set forth in the applicable Order. Charges that are indicated in an Order as being fixed are not subject to an annual percentage escalation for the initial term of such Order; otherwise, Xerox may increase Charges for Services annually by an amount no greater than the CPI Adjustment Percentage. If Xerox provides Services partially or early (for example, prior to the start of the initial term of an Order), Xerox will bill Customer on a pro rata basis, based on a 30 day month, and the terms and conditions of this Agreement will apply.
d. Use of Subcontractors
Xerox may, when it reasonably deems it appropriate to do so, subcontract any portion of the Services.

Xerox shall remain responsible for any Services performed by subcontractors retained by Xerox to the same extent as if such Services were performed by Xerox. e. Services Scope Changes
Except as otherwise set forth in an Order, either party may propose to modify the then-existing Services that are described in an Order, or to add new Services under a Services Contract. If Xerox determines such changes are feasible, Xerox will prepare and propose to Customer an Order incorporating the requested in scope Service changes and any related impact to the Charges or terms. Once Customer executes and Xerox accepts the Order and the Customer's required order, Xerox will promptly proceed with the new and/or revised Services in accordance with the terms of the Order and this Agreement.

Xerox Clarifications to
County of Los Angeles
Request for Quote
RFQ-IS-21260099-1
HOA.103096660.1 Page 18 of 18
RT 09/2020

18. Reports. Upon Customer's request, Xerox may issue mutually agreed upon reports reflecting information that is accurate at the time the report is issued, including estimates of information based on pending Orders.

19. Data Protection/Privacy.
a. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with the performance of Services, each party agrees to comply with the applicable provisions of such Privacy Laws.
b. Xerox has adopted reasonable physical, technical and organizational safeguards designed to prevent accidental, unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information. Xerox will promptly notify Customer in the event of any known unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information. *** End of Services Offering ***
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ ***End of Clarifications and Additional Terms ***
Xerox Corporation
Signature:

Name : Michael Cornell
Title : Finance Director
Date: 12/29/2020
County of Los Angeles
Signature: __________________
Name: _Theodore Lo__________
_
Title: _Purchasing Manager_________
Date: _12-29-20________________
Current: Proposed: REVISED 4.12.2024
Site Location Equipment
make Equipment model Equipmentserial number Lease Payment Prorated PurchasedUnits B/W
Monthly
Usage

B/W CPC
Color
Monthly
Usage
Color CPC Monthly Usage Overages C
ol
u
New Make / Model Proposed Configuration Lease Payment Monthly Maint.

Base
B/W AMV B/W Monthly
Included
B/W CPC Color AMV
Color
Monthly
Included
Color CPC Monthly Usage Overages
Fire Dept Fire Department XEROX Xerox AltaLink C8055 8TB605044 859 $ 0.0049 1,347 $0.0490 $ 70.21 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 859 $ 0.0049 1,347 $0.0490 Fleet Fleet Management XEROX Xerox AltaLink B8055 Y4X856805 826 $ 0.0049 $ 4.05 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 826 $ 0.0049 $0.0490 Vacation Rentals Vacation Rentals XEROX Xerox AltaLink B8055 Y4X842063 1,530 $ 0.0049 $ 7.50 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,530 $ 0.0049 $0.0490 Facilities Facilities XEROX Xerox AltaLink B8055 Y4X856438 1,088 $ 0.0049 $ 5.33 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,088 $ 0.0049 $0.0490 Desert Highland Desert Highland/Tram View XEROX Xerox AltaLink B8055 Y4X849215 1,033 $ 0.0049 $ 5.06 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 1,033 $ 0.0049 $0.0490 Police Police (Admin.) XEROX Xerox AltaLink B8055 Y4X855835 2,695 $ 0.0049 $ 13.21 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 2,695 $ 0.0049 $0.0490 Police Police (Detective Bureau) XEROX Xerox AltaLink B8055 Y4X859377 2,295 $ 0.0049 $ 11.25 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 2,295 $ 0.0049 $0.0490 Police Police (Hall) XEROX Xerox AltaLink B8055 Y4X862389 1,614 $ 0.0049 $ 7.91 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,614 $ 0.0049 $0.0490 Police Police (Patrol) XEROX Xerox AltaLink B8055 Y4X849327 15,603 $ 0.0049 $ 76.45 Xerox AltaLink C8170 70 ppm, copy, print, scan, FAX, staple, High Cap 15,603 $ 0.0049 $0.0490 Police Police Task Force (Narcs) XEROX Xerox AltaLink B8055 Y4X857200 585 $ 0.0049 $ 2.87 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 585 $ 0.0049 $0.0490 Police Police(Records) XEROX Xerox AltaLink B8055 Y4X857238 4,134 $ 0.0049 $ 20.26 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 4,134 $ 0.0049 $0.0490 Police Police Evidence XEROX Xerox AltaLink B8055 Y4X925834 2,185 $ 0.0049 $ 10.71 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 2,185 $ 0.0049 $0.0490 Police Police (Downtown Annex) XEROX Xerox AltaLink B8055 Y4X856951 2,938 $ 0.0049 $ 14.40 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 2,938 $ 0.0049 $0.0490 Library Library XEROX Xerox AltaLink C8055 8TB558531 1,714 $ 0.0049 650 $0.0490 $ 40.25 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,714 $ 0.0049 650 $0.0490 Recreation Recreation XEROX Xerox AltaLink C8055 8TB605079 3,045 $ 0.0049 2,534 $0.0490 $ 139.09 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 3,045 $ 0.0049 2,534 $0.0490 Airport Airport Administration XEROX Xerox AltaLink C8055 8TB608484 1,208 $ 0.0049 2,598 $0.0490 $ 133.22 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 1,208 $ 0.0049 2,598 $0.0490 Recreation Recreation 2 XEROX Xerox AltaLink C8055 8TB608740 1,395 $ 0.0049 1,173 $0.0490 $ 64.31 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,395 $ 0.0049 1,173 $0.0490 City Hall Procurement XEROX Xerox AltaLink C8045 8TB576379 958 $ 0.0049 1,612 $0.0490 $ 83.68 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 958 $ 0.0049 1,612 $0.0490 City Hall City Manager XEROX Xerox AltaLink C8070 6TB448471 441 $ 0.0049 1,159 $0.0490 $ 58.95 Xerox AltaLink C8170 70 ppm, copy, print, scan, FAX, staple 441 $ 0.0049 1,159 $0.0490 City Hall City Clerk XEROX Xerox AltaLink C8055 8TB604948 3,875 $ 0.0049 4,257 $0.0490 $ 227.58 Xerox Versant VR280 * 80 ppm, copy, print, scan, FAX, staple, High Cap 3,875 $ 0.0049 4,257 $0.0490 City Hall City Clerk XEROX Xerox AltaLink C8055 8TB605043 3,859 $ 0.0049 3,158 $0.0490 $ 173.65 Xerox AltaLink C8170 70 ppm, copy, print, scan, staple, High Cap 3,859 $ 0.0049 3,158 $0.0490 City Hall Planning XEROX Xerox AltaLink C8070 6TB448857 6,472 $ 0.0049 7,616 $0.0490 $ 404.90 Xerox AltaLink C8170 70 ppm, copy, print, scan, staple 6,472 $ 0.0049 7,616 $0.0490 City Hall Planning (Hallway) XEROX Xerox AltaLink B8055 Y4X849506 1,701 $ 0.0049 $ 8.33 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,701 $ 0.0049 $0.0490 City Hall Human Resources XEROX Xerox AltaLink C8055 8TB605009 1,292 $ 0.0049 5,816 $0.0490 $ 291.31 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,292 $ 0.0049 5,816 $0.0490 City Hall Finance (Hallway) XEROX Xerox AltaLink B8055 Y4X856788 753 $ 0.0049 0 $0.150 $ 3.69 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 753 $ 0.0049 $0.0490 City Hall Finance (Office) XEROX Xerox AltaLink C8055 8TB605013 466 $ 0.0049 1,118 $0.0490 $ 57.07 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 466 $ 0.0049 1,118 $0.0490 City Hall Finance/Business License XEROX Xerox AltaLink B8055 Y4X855625 4,343 $ 0.0049 $ 21.28 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 4,343 $ 0.0049 $0.0490 City Hall Economic Development XEROX Xerox AltaLink B8055 Y4X856456 3,495 $ 0.0049 $ 17.13 Xerox AltaLink C8155 55 ppm, copy, print, scan, FAX, staple 3,495 $ 0.0049 $0.0490 City Hall Engineering XEROX Xerox AltaLink B8055 Y4X857776 1,439 $ 0.0049 $ 7.05 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 1,439 $ 0.0049 $0.0490 City Hall Engineering Admin XEROX Xerox AltaLink B8055 Y4X849305 3,394 $ 0.0049 $ 16.63 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 3,394 $ 0.0049 $0.0490 City Hall IT DEPT XEROX Xerox AltaLink B8055 Y4X841973 198 $ 0.0049 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 198 $ 0.0049 $0.0490 City Hall City Hall Conference Room XEROX Xerox VersaLink B605/x 5XB489995 5 $ 0.0190 $ 0.10 Xerox B415/DM 35 ppm, copy, print, scan, desktop 5 $ 0.0147 Demuth Demuth Park Rec Center XEROX Xerox AltaLink C8045 8TB562650 985 $ 0.0049 1,212 $0.049 $ 64.21 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 985 $ 0.0049 1,212 $0.0490 STORAGE Former Demuth Park Rec Center (stored at 425 N Civic Dr) XEROX Xerox AltaLink B8055 Y4X856734 0 $ - Do not replace 0 425 N Civic Dr. Back Code Compliance Office XEROX Xerox AltaLink B8055 Y4X856386 500 $ 0.0049 $ 2.45 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 500 $ 0.0049 0 $0.0490 City Hall New Legal Dept (former HR Office) XEROX Xerox AltaLink C8055 8TB600788 500 $ 0.0049 Xerox AltaLink C8155 55 ppm, copy, print, scan, staple 500 $ 0.0049 $0.0490 Monthly Totals 79,423 34,250 $ 2,061.62 Monthly Totals $ - $ 2,107.00 79,423 80,000 $ 0.0049 34,250 35,000 $0.0490 CURRENT ANNUAL TOTALS-Sales Tax Included in Lease $ 100,502.14 $ 6,364.00 947,076 411,000 $ 24,739.48 PROPOSED ANNUAL TOTALS-Sales Tax Included in Lease $ 110,054.45 $ 25,284.00 953,076 960,000 411,000 420,000 $ - Total Cost of Ownership (Lease, Purchase and Service/Supplies) $ 131,605.62 Annual Total Cost of Ownership (Lease and Service/Supplies) $ 135,338.45 871,858
Proposed Copier Benefits: Proposed Copier Pricing Includes the Following New Equipment:
- Fixed pricing for term of agreement (29) Xerox AltaLink C8155/H2 with Office Finisher, 4 Paper Trays (fax where requested) - Rebate to City of Palm Springs for early termination of pre-paid months on current Xerox contracts (TBD based on install) (4) Xerox AltaLink C8170/H2 with Office Finisher, 4 Paper Trays (high capacity feeder for City Clerk A, and Police Records). - Right Sized Fleet with Color Capability at all locations (excludes only conference room). (1) Xerox AltaLink C8155/H2 with Office Finisher, 4 Paper Trays, fax - Pricing Piggy-backed off pre-negotiated contract - annual lease invoicing with sales tax included (1) Xerox VersaLink B415/dn desktop multifunction device for City Hall Conference Room convenience - 5 Year FMV lease Xerox ConnectKey Technologies enables productivity, security, mobile solutions and apps - All consumable supplies shipped direct to end users (excluding paper and staples) - All onsite service, parts and labor
- All new equipment will be covered under the Visual Edge IT Total Satisfaction Guarantee for the entire term - Retain low meter rates on entire fleet NOTE: Purchased devices, based on 4 units at $7956 each prorated over 5 years. - Monday thru Friday 8am-5pm live telephone support
- Place service and supply requests via phone, email, online or copier user interface Key: Yellow is increased speed - Visual Edge IT parts, supplies warehouse located in Redlands, CA * Versant VR280 requires upgraded power and adds $2000 to the annual payment. If the Clerk's office prefers to go with another C8170, reduce proposed annual lease by $2000. - Local support with Visual Edge IT located in Palm Desert Quote above inlcludes a discount of $15,000 for the early trade in of the recently purchase devices. - Pricing includes return of all current Xerox devices
- All delivery, installation, setup, connection and end user training for all new equipment City of Palm Springs
Workgroup Copier Strategy
Main (800) 828-4801 www.visualedgeit.com
36943 Cook St. Suite H-103
Palm Desert, CA 92211
May 16, 2024
City of Palm Springs
Re: Visual Edge Xerox Recommendation
 This letter is to confirm that the credit amount of $15,000 has been applied to the lease price to offset the purchase of 4 certified pre-owned Xerox devices in the last 1.5 years.

If you have any questions, please reach out to me directly.

Sincerely,
Amanda E Maze
Amanda Maze
Branch Manager, Desert Cities

ATTACHMENT B

ATTACHMENT C

CITY COUNCIL STAFF REPORT
DATE: May 23, 2024 CONSENT CALENDAR
SUBJECT: APPROVE A FIVE-YEAR COOPERATIVE LEASE AGREEMENT WITH

XEROX FINANCIAL SERVICES AND COST PER IMAGE AND
MAINTENANCE AGREEMENT WITH VISUAL EDGE IT, INC.

FROM: Scott C. Stiles, City Manager
BY: City Clerk’s Office
SUMMARY:

Approve a five-year cooperative lease agreement with Xerox Financial Services for 35 new Xerox copiers to replace the existing copier fleet, and a five-year cost per image and maintenance agreement with Visual Edge IT, Inc., for an annual amount of $135,338.45 (Attachment A).

RECOMMENDATION:

1. Approve a five-year lease agreement with Xerox Financial Services, LLC, via the County of Los Angeles Cooperative Purchasing Program (Contract No. MA-IS1640249-6) for 35 new Xerox copiers in the amount of $110,054.45 annually, inclusive of tax.

2. Approve a five-year cost per image and maintenance agreement with Visual Edge IT, Inc., via the County of Los Angeles Cooperative Purchasing Program (Contract No.

MA-IS-1640249-6) with an annual base of $25,284, at the unit prices of $0.0049 per black and white image and $0.049 per color image.

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

Xerox Financial Services is a New York Corporation in accordance with Attachment B Public Integrity Disclosure Form.

Visual Edge IT, Inc. is a Delaware Corporation in accordance with Attachment C Public Integrity Disclosure Form.

BACKGROUND:

Item 1D - Page 1
City Council Staff Report
May 23, 2024 -- Page 2
Xerox Copier Fleet and Maintenance Agreement
The City currently has a fleet of 36 devices; 32 devices were acquired via the County of Los Angeles Cooperative Purchasing Program (Contract No. MA-IS 1640249-1) in 2019, and 4 certified pre-owned devices were purchased over the last year to accommodate the City’s needs. The existing lease and maintenance agreements expire June 30, 2024.

STAFF ANALYSIS:

After reviewing individual department needs and average copy volume per machine, staff is recommending a new fleet of 35 energy efficient Xerox Altalink Multifunction copiers.

The City now has the option to upgrade the existing fleet; 34 copiers are projected to have color printing capability, and all copiers would be high speed and feature large paper capacity, scanning capability, automatic stapling, collating, USB device inputs, 3-hole punch, and FAX functionality (versus a total of 14 color copiers in the current fleet).

Copier Equipment Lease
Under the new agreement, for 35 devices, the City Clerk's Office would replace its two 55 pages per minute color copiers with one 70 pages per minute and one 80 pages per minute devices. The black and white copiers are being upgraded to color copiers, with the exception of the City Hall Conference Room hallway device; one device, currently in storage, is not being replaced. Xerox Financial is providing a $15,000 credit for the early trade in of the four recently purchased devices, for a total annual cost of $110,054.45.

Per Image Cost and Maintenance
Under the terms of the new maintenance agreement, all per image costs remain unchanged; at the unit prices of $0.0049 per black and white image and $0.049 per color image. Based on the current average volume, the estimated annual cost is $25,284.

Cooperative Purchasing
Xerox Financial Services was awarded a competitively solicited contract number MA-IS1640249-6, through the County of Los Angeles. After review of available options and comparison of other providers, Xerox Financial Services and Visual Edge IT, Inc., provided the most cost-efficient pricing and terms for the City’s copier fleet needs. Staff believes it is in the best interest of the City to take advantage of the leveraged benefits of a cooperative purchasing opportunity rather than attempt to conduct our own lengthy separate solicitation for a relatively small fleet of copiers.

The City Clerk’s Office leveraged a cooperative contract for these services, which is authorized by the Municipal Code, Title 7. Pursuant to the provisions of Section 7.09.010 of the Municipal Code, staff recommends that the City Council award the lease and maintenance agreements utilizing County of Los Angeles Cooperative Purchasing Program (MA-IS-1640249-6) as their competitive solicitation process meets our requirements and protects the public's interest and the cost of the equipment and services due to economies of scale is likely to be less than through an independent city process.

ENVIRONMENTAL ASSESSMENT:

Item 1D - Page 2
City Council Staff Report
May 23, 2024 -- Page 3
Xerox Copier Fleet and Maintenance Agreement
In accordance with the California Environmental Quality Act (“CEQA”) Guidelines, the requested City Council action is not a “Project” pursuant to Section 15378(b)(5).

Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment are not considered a “Project”.

ALIGNMENT WITH STRATEGIC PLANNING:

This action aligns with the Strategic Plan as a major theme to optimize basic services.

FISCAL IMPACT:

Sufficient funds are budgeted and available in fiscal year 2025 in the General Fund Document Management Account 1001020 - 50105 for year one of the service and the remaining years will be budgeted in future fiscal years.

REVIEWED BY:

Department Director: Brenda Pree
Procurement and Contracting Director Kim Baker
City Manager: Scott Stiles
ATTACHMENTS:

A. Agreements
B. Xerox Financial Services Public Integrity Disclosure Forms C. Visual Edge IT, Inc. Public Integrity Disclosure Forms Item 1D - Page 3

ATTACHMENT A

Item 1D - Page 4

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Xerox AltaLink C8155 (29)
Xerox AltaLink C8170 (4)
Xerox VersaLink B415 (1)
Xerox Versant VR280 (1)
$110,054.45 Payments to be made annually in advance. First payment due 30 days from lease commencement.
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-
-
TERM CONTRACT AWARD CONTRACT NO:

MA-IS-1640249-6

VERSION DATE
INTERNAL SERVICES DEPARTMENT PROCUREMENT FOLDER: 1013451

XEROX CORPORATION
18016 S FIGUEROA STREET
GARDENA CA 90248
BUYER: Zheng Huang
PHONE: 323-267-2200
EMAIL: [email protected]
VENDOR NO: 039310
CONTACT: GILDA FARRISH
PHONE: 213-454-3163
FISCAL YEAR:

EFFECTIVE DATE: 01/01/16
EXPIRATION: 12/31/20
PHOTOCOPY EQUIPMENT -XEROX CORP.

LINE
NO. COMMODITY/SERVICE DESCRIPTION QUANTITY UOM PRICE TYPE VALUE 1 COMMODITY CODE: 985-26-00-037062

END DATE

PHOTOCOPIER TERM LEASE/RENTAL INCLUDES ALL

MODELS AND MULTIFUNCTIONAL DEVICES

0.000 DISCOUNT 0.0000 %
2 COMMODITY CODE: 985-26-00-041621

END DATE

PHOTOCOPIER LEASE PURCHASE INCLUDES ALL

MODELS AND MULTIFUNCTIONAL DEVICES

0.000 DISCOUNT 0.0000 %
3 COMMODITY CODE: 939-27-00-041622

END DATE

PHOTOCOPIER FULL SERVICE MAINTENANCE

SERVICE INCLUDES REPLENISHMENT OF BLACK

TONER/COPY CARTRIDGE/DEVELOPER AND FUSER

LUBRICANTS (NOT INCLUDED ARE COLOR TONER

TONERS, STAPLERS, PAPER, SPECIALTY

APPLICATION SUPPLY PRODUCTS

0.000 DISCOUNT 0.0000 %
4 COMMODITY CODE: 600-38-00-041624

END DATE

PHOTOCOPIER PURCHASE ALL MODELS AND

MULTIFUNCTIONAL DEVICES INCLUDES PARTS AND

ACCESSORIES

0.000 DISCOUNT 0.0000 %
5 COMMODITY CODE: 962-46-00-041626

END DATE

DELIVERY AND SETUP FOR PHOTOCOPIER
Line: 1 Total Fill: 16
Line: 2 Total Fill: 16
Line: 3 Total Fill: 16
Line: 4 Total Fill: 16
Line: 5 Total Fill: 16
Line: 6 Total Fill: 16
Line: 7 Total Fill: 16
Line: 8 Total Fill: 16
Line: 9 Total Fill: 16
Line: 10 Total Fill: 16
Line: 11 Total Fill: 16
Line: 12 Total Fill: 16
Line: 13 Total Fill: 16
Line: 14 Total Fill: 16
Line: 15 Total Fill: 16
Line: 16 Total Fill: 16

0.000 DISCOUNT 0.0000 %

COUNTY OF LOS ANGELES VENDOR SIGNATURE/DATE
Item 1D - Page 11

DISTRIBUTORS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
2 2
VENDOR NO: 062694
VENDOR: DELL FINANCIAL SVCS L.P.

ADDRESS: ONE DELL WAY SPC 1
ROUNDROCK TX 78682
CONTACT: ALICIA HOWELL
PHONE: 650-325-5213
Test1
VENDOR NO: 157233
VENDOR: INSIGHT INVESTMENTS, LLC
ADDRESS: 611 ANTON BLVD STE 700
COSTA MESA CA 92626
CONTACT: VANESSA L AMBROSE
PHONE: 714-939-2300
Test1
Item 1D - Page 12

SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
3 3
AGREEMENT AMENDMENT#5, EXTENDING CONTRACT PERIOD FROM 12/31/2019 TO 12/31/2020 PER LETTER SIGNED BY GILDA FARRISH DATED 12/3/2019. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

AGREEMENT AMENDMENT#3, EXTENDING CONTRACT PERIOD FROM 12/31/2018 TO 12/31/2019 PER LETTER SIGNED BY BRYAN STALL DATED 08/23/2018. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

AGREEMENT AMENDMENT#2, EXTENDING CONTRACT PERIOD FROM 12/31/2017 TO 12/31/2018 PER LETTER SIGNED BY BRYAN STALL DATED 11/13/2017. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

AGREEMENT AMENDMENT#1, EXTENDING CONTRACT PERIOD FROM 12/31/2016 TO 12/31/2017 PER LETTER SIGNED BY BRYAN STALL DATED 9/22/2016. ALL OTHER PRICING, TERMS AND CONDITIONS REMAIN UNCHANGED.

FURNISHED AS NEEDED THROUGH 12/31/2016, RENEWABLE FOR FOUR (4) ADDITIONAL 12-MONTH PERIODS BY MUTUAL CONSENT. PRICES TO BECOME EFFECTIVE AS OF 1/1/2016.

THE COUNTY RESERVES THE RIGHT TO CANCEL THIS CONTRACT AT ANY TIME WITHOUT CANCELLATION PENALTY IF THIRTY (30) DAYS WRITTEN NOTICE IS PROVIDED.

PAYMENT TERMS: PAYMENT TERMS ARE NET 30 DAYS FROM COUNTY'S RECEIPT OF A CORRECT AND PROPER INVOICE, AS PREPARED IN ACCORDANCE WITH THE TERMS HEREIN. IN NO EVENT SHALL COUNTY BE LIABLE FOR ANY LATE CHARGES. INVOICES SHALL ONLY BE ISSUED AFTER COUNTY'S ACCEPTANCE OF THE GOODS AND/OR PRODUCTS. DISCOUNTS SHALL BE AS SET FORTH HEREIN.

FEIN NUMBER: 16-0468020
RETAILER'S PERMIT: SR ZOHB9804085200093AB
F.O.B. DELIVERED.

FREIGHT PREPAID AND ALLOWED
VENDOR: PAYS FREIGHT COST, OWN TITLE IN TRANSIT, FILE CLAIM(S) COUNTY: TAKES OWNERSHIP AT DESTINATION.

EQUIPMENT OFFERED MUST BE NEW, UNUSED, CURRENT MODELS.

ALL TERMS AND CONDITIONS ARE IN ACCORDANCE WITH RFQ-IS-16260169.

PARTICIPATING PUBLIC AGENCIES COUNTY AND AWARDED VENDOR MAY ALLOW OTHER GOVERNMENTAL ENTITIES, INCLUDING BUT NOT LIMITED TO: STATES, COUNTIES, CITIES,

SPECIAL DISTRICTS, POLITICAL SUBDIVISIONS, SCHOOL DISTRICTS, HIGHER EDUCATION,

AND OTHER MUNICIPALITIES (PARTICIPATING PUBLIC AGENCIES) TO PURCHASE PRODUCTS

OR SERVICES FROM THIS AGREEMENT ON THE SAME TERMS, CONDITIONS AND PRICING AS

THE COUNTY, SUBJECT TO ANY APPLICABLE LOCAL PURCHASING ORDINANCES AND THE LAWS OF THE STATE OF PURCHASE.

THE COUNTY SHALL NOT BE CONSTRUED AS A DEALER, RE-MARKETER, REPRESENTATIVE, PARTNER OR AGENT OF ANY TYPE OF VENDOR AWARDED THIS AGREEMENT. PARTICIPATING

PUBLIC AGENCIES SHALL BE RESPONSIBLE FOR THE ORDERING OF PRODUCTS UNDER THIS AGREEMENT.

PAYMENT FOR PRODUCTS OR SERVICES AND INSPECTIONS AND ACCEPTANCE OF PRODUCTS OR

SERVICES ORDERED BY A PARTICIPATING PUBLIC AGENCY SHALL BE THE EXCLUSIVE OBLIGATION OF SUCH PROCURING PARTY.

THE COUNTY SHALL NOT BE OBLIGATED, LIABLE OR RESPONSIBLE FOR ANY ORDER MADE BY

ANY PARTICIPATING PUBLIC AGENCY OR ANY EMPLOYEE THEREOF FOR ANY PAYMENT REQUIRED TO BE MADE WITH RESPECT TO SUCH ORDER; AND THAT ANY DISPUTES BETWEEN A

PARTICIPATING PUBLIC AGENCY AND VENDOR AWARDED THIS AGREEMENT ARE NOT THE RESPONSIBILITY OF THE COUNTY. THE EXERCISE OF ANY RIGHTS OR REMEDIES BY THE

PARTICIPATING PUBLIC AGENCY OR AWARDED VENDOR SHALL BE THE EXCLUSIVE OBLIGATION OF SUCH PARTY.

THE COUNTY MAKES NO REPRESENTATION OR GUARANTY WITH RESPECT TO ANY MINIMUM Item 1D - Page 13

SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
4 4

PURCHASES BY THE COUNTY OR ANY PARTICIPATING PUBLIC AGENCY OR ANY EMPLOYEE THEREOF UNDER ANY AGREEMENT.

UTILIZATION RECAPITULATION REPORT:
120 DAYS PRIOR TO TERMINATION OF THIS AGREEMENT, VENDOR SHALL FURNISH THE COUNTY OF LOS ANGELES WITH A LIST SHOWING THE AMOUNT OF EACH ITEM DELIVERED.

THIS LIST SHALL BE BY INDIVIDUAL ITEM AND SHALL SHOW THE TOTAL DELIVERED TO COUNTY OF LOS ANGELES DURING THE PRIOR YEAR OR PORTION THEREOF. IN ADDITION, A

TOTAL DOLLAR VALUE SOLD TO ALL PARTICIPATING AGENCIES DURING THE SAME PERIOD SHALL BE FURNISHED.

RETURN OF GOODS RECEIVED:

YOU AGREE TO ACCEPT FOR CREDIT ANY MERCHANDISE RETURNED IN GOOD CONDITION WITHIN FIVE DAYS AFTER RECEIPT OF GOODS WITHOUT ANY HANDLING CHARGES; HOWEVER,

NO RETURN SHALL BE MADE OF ANY MATERIAL WHICH HAS BEEN PUT INTO OPERATION OTHER THAN FOR TEST. WHEN PRODUCTS DELIVERED FAIL TO MEET SPECIFICATION, COST OF INSPECTION SHALL BE FOR ACCOUNT OF VENDOR.

THE COUNTY OF LOS ANGELES RESERVES THE RIGHT TO CANCEL THIS AGREEMENT IF

DELIVERY OR SERVICES PROVE UNSATISFACTORY (DEFAULT) AND MAY PROCURE THE

ARTICLES OR SERVICES FROM OTHER SOURCES AND MAY DEDUCT FROM UNPAID BALANCE DUE THE VENDOR FOR EXCESS COSTS SO PAID. THE PRICES PAID BY THE COUNTY OF LOS

ANGELES SHALL BE CONSIDERED THE PREVAILING MARKET PRICE AT THE TIME SUCH PURCHASE IS MADE. THE COUNTY OF LOS ANGELES SHALL BE SOLE JUDGE AS TO SATISFACTORY PERFORMANCE.

INSURANCE COVERAGE REQUIREMENTS;
GENERAL LIABILILTY: INSURANCE (WRITTEN ON ISO POLICY FORM CG 00 01 OR ITS EQUIVALENT) WITH LIMITS OF NOT LESS THAN THE FOLLOWING:

GENERAL AGGREGATE: $2 MILLION
PRODUCTS/COMPLETED OPERATIONS AGGREGATE: $1 MILLION
PERSONAL AND ADVERTISING INJURY: $1 MILLION
EACH OCCURENCE: $1 MILLION
AUTOMOBILE LIABILITY: INSURANCE (WRITTEN ON ISO POLICY FORM CA 00 01 OR ITS EQUIVALENT) WITH A LIMIT OF LIBILITY OF NOT LESS THAN $1 MILLION FOR EACH ACCIDENT. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR ALL 'OWNED' 'HIRED' AND 'NON-OWNED' VEHICLES, OR COVERAGE FOR 'ANY AUTO'.

WORKERS COMPENSATION AND EMPLOYERS' LIABILLITY: INSURANCE

PROVIDING WORKERS COMPENSATION BENEFITS, AS REQUIRED BY THE

LABOR CODE OF THE STATE OF CALIFORNIA OR BY ANY OTHER STATE, AND FOR WHICH CONTRACTOR IS RESPONSIBLE. IF CONTRACTOR'S EMPLOYEES

WILL BE ENGAGED IN MARITIME EMPLOYMENT, COVERAGE SHALL PROVIDE WORKERS COMPENSATION BENEFITS AS REQUIRED BY THE U.S. LONGSHORE

AND HARBOR WORKERS' COMPENSATION ACT, JONES ACT OR ANY OTHER FEDERAL LAW FOR WHICH CONTRACTOR IS RESPONSIBLE.

IN ALL CASES, THE ABOVE INSURANCE ALSO SHALL INCLUDE EMPLOYERS' LIABILITY COVERAGE WITH LIMITS OF NOT LESS THAN THE FOLLOWING:

EACH ACCIDENT: $1 MILLION
DISEASE - POLICY LIMIT: $1 MILLION
DISEASE - EACH EMPLOYEE: $1 MILLION
DEFAULT: IN THE EVENT VENDOR FAILS TO PERFORM HEREUNDER AND DOES NOT CURE SUCH FAILURE WITHIN FIFTEEN (15) CALENDAR DAYS OF THE

DATE COUNTY'S NOTICE WAS SENT TO VENDOR, COUNTY MAY, AT ITS SOLE DISCRETION, CANCEL OR TERMINATE THIS PURCHASE ORDER. SUCH CANCELLATION OR TERMINATION SHALL BE AT NO COST TO COUNTY.

SHOULD COUNTY SO CANCEL OR TERMINATE, COUNTY MAY AT ITS SOLE

DISCRETION, PROCURE THE ITEMS OR SERVICES FROM OTHER SOURCES AND

VENDOR SHALL BE LIABLE TO COUNTY FOR ANY AND ALL EXCESS COSTS, DETERMINED BY COUNTY, FOR SUCH ITEMS OR SERVICES.

ALL PURCHASES FROM THIS AGREEMENT MUST BE IN LINE WITH THE COUNTY POLICY FOR Item 1D - Page 14

SPECIAL TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
5 5
THE PROCUREMENT OF ENERGY-EFFICIENT EQUIPMENT AND PRODUCTS. PREFERENCE WILL BE

GIVEN TO THOSE PRODUCTS THAT MEET THE FEDERAL ENERGY MANAGEMENT PROGRAM (FEMP) STANDARDS OR POSSESS AN ENERGY STAR LABEL.

THE COUNTY ACCEPTS THE ADDITIONAL TERMS AND CONDITIONS NEGOTIATED BY THE COUNTY AND XEROX EFFECTIVE ON JANUARY 1, 2016 ATTACHED.

DEPARTMENT MUST DESIGNATE DISPOSITION OF HARD DRIVES IN PURCHASE ORDER WHEN NEW MACHINES ARE PURCHASED OR LEASED.
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Item 1D - Page 15

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
6 6
The County of Los Angeles accepts your offer to furnish our requirements (and such requirements as may be ordered by cities and /or districts indicated herein) of the listed commodity, or service, as needed, subject to conditions of the stated quotation and as provided herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and entered into the State of California under the constitution and laws of this state and are to be so construed.

PRICE GUARANTEE: Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a price decline, or, should you at any time during the life of this agreement sell the same material or service under similar quantity and deliver conditions to the State of California, or legal district thereof, or to any county or Municipality within the State of California at prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles.

ATTENTION: VENDOR/DEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices, specifications, or conditions, etc., of this agreement can be made only by the Purchasing Agent by issuance of official amendment and in accordance with properly authorized changes agreed upon prior to consummation.

Los Angeles County will not pay for items not listed below that have not been processed in accordance with the above paragraph.

Vendor will incur payment problems.

County's Quality Assurance Plan. The County or its agent will evaluate Contractor's performance under this agreement on not less than annual basis. Such evaluation will include assessing Contractor's compliance with all contract terms and performance standards.

Contractor deficiencies which County's determines are severe or continuing and that may place performance of the agreement in jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by the County and Contractor. If improvement does not occur consistent with the corrective action measures, County may terminate this agreement or impose other penaltiesas specified in this agreement.

CONTRACTOR RESPONSIBILITY AND DEBARMENT

1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business onlywith responsible contractors.

2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a specified period of time not to exceed 5 years, and terminate any or all existing contracts the Contractor may have with the County.

3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflects on the Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against the County or any other public entity.

4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the evidence which is, the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board.

5. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/ or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor should be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit evidence to the Contractor Hearing Board,the Contractor may be deemed to have waived all rights of appeal.

6. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the right to modify, deny or adopt the proposed decision and recommendation of the Hearing Board.

7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors.

Item 1D - Page 16

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
7 7

PROHIBITION AGAINST USE OF CHILD LABOR
VENDOR shall:

1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in violation of child labor standards set by the International Labor Organizations through its 1973 Convention concerning Minimum Age for Employment.

2. Upon request by COUNTY, identify the country/countries of origin of any products. goods, supplies or other personal property bidder sells or supplies to COUNTY, and

3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compliance with all international child labor conventions.

Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply.

Failure by VENDOR to comply with the provisions of this clause will be grounds for immediate cancellation of this Purchase Order or termination of this Agreement and award to an alternative vendor.

A. Jury Service Program.

This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.

Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply.

B. Written Employee Jury Service policy.

1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its Employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service. This policy may provide that Employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the Employee's regular pay the fees received for jury service.

2. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the County or a subcontract with a County contractor and has received or will receive an aggregate sum of $50,000 or more in any 12- month period under one or more County contracts or subcontracts. "Employee" means any California resident who is a full time employee of Contractor. "Full time" means 40 hours or more worked per week, or a lesser number of hours if the lesser number is a recognized industry standard and is approved as such by the County. If Contractor uses any subcontractor to perform services for the County under the Contract, the subcontractor shall also be subject to the provisions of this Section. The provisions of this Section shall be inserted into any such subcontract agreement and a Copy of the Jury Service Program shall be attached to the agreement.

Item 1D - Page 17

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
8 8

3. If Contractor is not required to comply with the Jury Service Program when the Contract commences, Contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and Contractor shall immediately notify County if Contractor at any time either comes within the Jury Service Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the Program. In either event, Contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sale discretion, that Contractor demonstrate to the county's satisfaction that Contractor either continues to remain outside of the Jury service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Program.

4. Contractor's violation of this Section of the contract may constitute a material breach of the Contract. In the event of such material. breach, County may, in its sole discretion, terminate the Contract and/or bar Contractor from the award of future County contracts for a period of time consistent with the seriousness of the breach.

PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS
Vendors are entitled to receive payment for goods received by, or services provided to the county specific to the Contract or Purchase Order price amount. Under no circumstances will those Suppliers, Contractors or Vendors who supply goods or otherwise contract services with the County of Los Angeles be entitled to or paid for expenditures beyond the Contract or Purchase Order amounts.

Vendors are prohibited from accepting prepayment for goods or services without the express written approval of the County Purchasing Agent.

ASSIGNMENT BY CONTRACTOR
A. Contractor shall not assign its rights or delegate its duties under the Agreement, or both whether in whole or in part, without the prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of this paragraph, County consent shall require a written amendment to the Agreement, which is formally approved and executed by the parties. Any payments by county to any approved delegate or assignee on any claim under the Agreement shall be deductible, at County's sole discretion, against the claims which Contractor, may have against county.

B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange. assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of the Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Agreement.

C. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties, responsibilities, obligations, or performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without county's express prior written approval, shall be a material breach of the Agreement which may result in the termination of the Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor.

DEFAULT METHOD OF PAYMENT: DIRECT DEPOSIT OR ELECTRONIC FUNDS TRANSFER (EFT)

1. The County, at its sole discretion, has determined that the most efficient and secure default form of payment for goods and/or services provided under an agreement or contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit, unless an alternative method of payment is deemed appropriate by the Auditor-Controller (A-C).

2. The Contractor shall submit a direct deposit authorization request via the website https://directdeposit.lacounty.gov with banking and vendor information, and any other information that the A-C determines is reasonably necessary to process the payment and comply with all accounting, record keeping, and tax reporting requirements.

3. Any provision of law, grant, or funding agreement requiring a specific form or method of payment other than EFT or direct deposit shall supersede this requirement with respect to those payments.

FEDERAL UNIFORM GUIDELINE CLAUSE
By entering into this Contract/Purchase Order, the Contractor/Vendor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

Item 1D - Page 18

STANDARD TERMS & CONDITIONS TERM CONTRACT AWARD
CONTRACT NO: MA-IS-1640249-6 Page
9 9

COMPLIANCE WITH COUNTY POLICY OF EQUITY
The contractor acknowledges that the County takes its commitment to preserving the dignity and professionalism of the workplace very seriously, as set forth in the County Policy of Equity (CPOE), (https://ceop.lacounty.gov/). The contractor further acknowledges that the County strives to provide a workplace free from discrimination, harassment, retaliation and inappropriate conduct based on a protected characteristic, and which may violate the CPOE. The contractor, its employees and subcontractors acknowledge and certify receipt and understanding of the CPOE. Failure of the contractor, its employees or its subcontractors to uphold the County’s expectations of a workplace free from harassment and discrimination, including inappropriate conduct based on a protected characteristic, may subject the contractor to termination of contractual agreements as well as civil liability.

Item 1D - Page 19
Item 1D - Page 20
MASTER AGREEMENT #42663

BETWEEN

THE COUNTY OF LOS ANGELES
AND

XEROX CORPORATION
FOR

PHOTOCOPY EQUIPMENT / FACSIMILE

EQUIPMENT/

MICROGRAPHICS EQUIPMENT / SUPPLIES AND

MAINTENANCE
County of Los Angeles Agreement # 42663
1/1/2006 - 12/31/2008
Item 1D - Page 21

TERM CONTRACT A WARD
Contract #42663
Item 1D - Page 22

TERM CONTRACT
AWARD

INTERNAL SERVICES DEPARTMENT

XEROX CORPORATION
700 S. FLOWER ST., STE. 700
LOS ANGELES. CA 90017-4109

PHOTOCOPY EQUIPMENT
NUMBER : 42663
BUYER : ZHENG HUANG
BUYER PHCNE : (323) 267-2200-0000
T·NUMBER : T985B
DATE ISSUED : 12107/05
VENDOR NUMBER : 039310 -01
VENDOR PHONE : (213) 614-0361
REQ AGENCY : 1S9000

INTERNAL SERVICES DEPARTMENT
AGENCY REQ NO.

REQ NO. : 11021838
FISCAL YEAR : 06
EFFECTIVE DATE : 01/01/06
EXPIRATION DATE: 12/31108
The County of Los Angeles accepts your offer to furnish our requirements (and such requirements as may be ordered by cities and/or districts indicated herein) of the listed commodity, or service, as needed, subject to conditions of the stated quotation and as provided herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and entered into the State of California under the constitution and laws of this state and are to be so construed.

PRICE GUARANTEE: Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a price decline, or, should you at any time during the l ife of this agreement sell the same materi al or service under si milar quantity and deliver conditions to the State of California, or l egal district thereof, or to any county or Municipality within the State of California at prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles.

ATTENTION · VENDOR/DEPARTMENT - SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices, specifications, or conditions, etc., of this agreement can b<'> made only by the P11rchasing Agent by issuance of official amendment and in accordance wi th pr,::iperly authoriz,,d ,chc,nges agreed upon prior to consummation.

Los Angeles County will not pay for items not listed below that have not been processed in accordance with the above paragraph. Vendor will incur payment problems.

County's Quality Assurance Plan. The County or its agent will evaluate Contractor's performance under this agreement on not less than an annual basis. Such evaluation will include assessing Contractor' s compliance with all contract terms and performance standards. Contractor deficiencies which County de termines are severe or continuing and that may place performance of the agreement in jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by the County and Contractor. If improvement does not occur consistent with the corrective action measures, County may terminate this agreement or impose other penalties as specified in this agreement.
1 I / . , ,...,.,,.
/

COUN Y OF LOS ANGELES
?SCC,!\T, :NPO"-MS !S-9~
Item 1D - Page 23

STANDARD TERMS AND CONDITIONS TERM CONTRACT
NUMBER

T-NUMBER
:42663
:T985B
VENDOR : XEROX CORPORATION

CONTRACTOR RESPONSIBILITY AND DEBARMENT

1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. I t is the County's policy to conduct business only with responsible contractors.

2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the County may, in addition t o other remedies provided in the contract, debar the Contractor from bidding on County contracts for a specified period of time not to exceed 3 years, and terminate any or all existing contracts the Contractor may have with the County.

3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the following: (1) violated any term of a contract with the County, {2) committed any act or omission which negatively reflects on the Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or practice which negatively reflects on same, {3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against the County or any other public entity.

4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the evidence which is the basis for the proposed debarment and will advise the Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board.
s. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/or the Contractor's representative shall be g iven an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor should be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit evidence to the Contractor Hearing Board ,the Con· tractor may be deemed to have waived all rights of appeal .

6. A record of the hearing, the proposed decision and any other r ecommendation of the Contractor Hearing Board shall be presented to t he Board of Supervisors. The Board of Supervisors shall have the right to modify, deny or adopt the proposed decision and recommendation of the Hearing Board.

7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors.

PROHIBITION AGAINST USE OF CHILD LABOR
VENDOR shall:

1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal proper ty produced or manufactured in violation of child labor standards set by the International Labor Organizations through its 1973 Convention Concerning Minimum Age for Employment.

2. Upon request by COUNTY, identify the country/countries of ori gin of any products, goods, supplies or other personal property bidder sells or supplies to COUNTY, and

3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compli ance with all international child l abor conventions.

Should COUNTY discover that any products, goods, supplies or other personal property sol d or supplied by VENDOR to COUNTY are produced in violation of any internationa l child labor conventions, VENDOR sha ll immediately provide an alternative, compl iant source of supply.

Failure by VENDOR to comply with the provisions of this clausr, will be grounds for immediate cancellation of this Purchase Orde r or terminat ion of this Agreement and award to an alternative vendor.

PAGE
1 Item 1D - Page 24

STANDARD TERMS AND CONDITIONS
NUMBER

T-NUMBER
:42663
: T985B
A. Jury Service Program.

TERM CONTRACT
VENDOR: XEROX CORPORATION
This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code.

B. Written Employee Jury Service Policy.

1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section

2.203.070 of the County Code), Cont ractor shall have and adhere to a written policy that provides that its Employees shall receive from the Contractor, on an annual basis, no less than five days of regul ar pay for actual jury service. This policy may provide that Employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the Employee's regular pay the fees received for jury service.

2. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the County or a subcontract with a County contract or and has received or will receive an aggregate sum of $50,000 or more in any 12-month period under one or more County contracts or subcontracts. "Employee" means any California resident who is a full time employee of Contractor. "Full time" means 40 hours or more worked per week, or a lesser number of hours if the lesser number is a recognized industry standard and is approved as such by the County. If Contractor uses any subcontractor to perform services for the County under the Contract, the subcontractor shall also be subject to the provisions of this Section. The provisions of this Section shall be inserted into any such subcontract agreement and a copy of the Jury Service Program shall be attached to the agreement.

3. If Contractor is not required to comply with the Jury Service Program when the Contract commences, Contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and Contractor shall immediately notify County if Contractor at any time e i ther comes within the Jury Service Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the Program. In either event, Contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sole discretion, that Contractor demonstrate to the County's satisfaction that Contractor either continues to remain outside of the Jury Service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Program.

4. Contractor's violation of this Section of the contract may constitute a mate r ial breach of the Contract. In the event of such material breach, County may, in i ts sole discretion, terminate the Contract and/or bar Contractor from the award of future County contracts for a period of time consistent with the scriousn~ss of the breach.

PAGE
Item 1D - Page 25

ST AND ARD TERMS AND CONDITIONS
NUMBER

T-NUMBER
: 42663
: T985B

PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS

TERM CONTRACT

VENDOR, XEROX CORPORATION
Vendors are entitled to receive payment for goods received by, or serv i c es prov ided to the County specific to the Contract or Purchase Order price amount. Unde r no circumstances will t hose Suppliers, Contractors or Vendors who supply goods or otherwise contract services with the County of Los Angeles be entitled to or paid for expenditu res beyond the Contract or Purcha s e Order amounts.

PAGE
4 Item 1D - Page 26

SPECIAL TERMS AND CONDITIONS TERM CONTRACT
NUMBER

T-NUMBER
,42663
,T985B
VENDOR: XEROX CORPORATION
1 QUOTATIONS ARE REQUESTED FOR OUR REQUIREMENTS AS LISTED HEREIN.

FURNISHED AS NEEDED FOR A PERIOD OF 36 MONTHS. RENEWABLE FOR ADDITIONAL 12-MONTH PERIODS BY MUTUAL CONSENT. PRICES TO BECOME EFFECTIVE AS OF 01/01/2006 THRU. 12/31/2008.

ANY AGREEMENT FORMULATED FROM THIS INQUIRY MAY BE CANCELLED BY EITHER PARTY. AFTER INITIAL YEAR OF THE AGREEMENT PERIOD. UPON ONE HUNDRED TWENTY (120) DAYS WRITTEN NOTICE. THE COUNTY MAY

CONTINUE TO PLACE ORDERS AGAINST SAID AGREEMENT UNTIL THE EFFECTIVE DATE OF SUCH CANCELLATION.
2 QUOTE PRICE PER UNIT INDICATED ON EACH ITEM F.O.B. DESTINATION. 3 PRODUCTS PURCHASED AS A RESULT OF THIS INVITATION FOR BID ARE TO BE

SUPPLIED AS OFFERED AND ACCEPTED WITHOUT SUBSTITUTION OF MATERIAL OR STYLE.

COSTS INCURRED BY THE COUNTY OF LOS ANGELES FOR INTERNAL ACTIVITIES

REQUIRED TO RECALL AND REPLACE AN UNAUTHORIZED SUBSTITUTE WILL BE DOCUMENTED AND APPLIED TO THE ACCOUNT OF THE SUPPLIER.
4 UNLESS OTHERWISE QUALIFIED, BIDDER AGREES, FOR THE PERIOD OF ANY

AGREEMENT FORMULATED FROM THIS INQUIRY, THAT PRICES QUOTED ARE MAXIMUM.
5 IF PRICES DECLINE, OR SHOULD VENDOR AT ANY TIME DURING THE LIFE OF

SAID AGREEMENT SELL THE SAME MATERIALS OR SERVICE UNDER SIMILAR

QUANTITY AND DELIVERY CONDITIONS TO THE STATE OF CALIFORNIA, OR ANY COUNTY. MUNICIPALITY OR LEGAL DISTRICT OF THE STATE OF CALIFORNIA

AT PRICES BELOW THOSE QUOTED HEREIN, SUCH LOWER PRICES SHALL BE IMMEDIATELY EXTENDED TO THE COUNTY OF LOS ANGELES.
6 EQUIPMENT/CHEMICALS OFFERED MUST BE NEW UNUSED CURRENT MODELS. 7 SPECIFICATIONS OF EQUIPMENT DESCRIBED HAVE BEEN DEEMED ADEQUATE TO

SATISFY THE PERFORMANCE REQUIREMENTS OF THE REQUISITIONING DEPARTMENT. THE COUNTY OF LOS ANGELES RESERVES THE RIGHT TO MAKE

AN AWARD ON EQUIPMENT WHICH MEETS FUNCTIONAL NEEDS ANO IS SUITABLE FOR THE SERVICE REQUIRED.
8 THE COlJNTY OF I.OS ANGF'I.ES RFSFRVES THE RIGHT TO REJECT ANY OFFF.R TIIAT DOES NOT HJLLY COMPLY WITII TllE INSTRUCTIONS REGARDING FILLING

OUT THE SPECIFICATION SHEET AND/OR FAILS TO RETURN FILLED OUT SPECIFICATION SHEET.
9 ONE AWARD WILL BE MADE BASED ON THE LOWEST TOTAL ACCEPTABLE OFFER. 10 PRE-PRINTED TERMS AND CONDITIONS/BIDDERS CONTRACT DOCUMENTS

BIDDERS PRE-PRINTED TERMS AND CONDITIONS OR RESTRICTIONS COMMONLY

APPEARING ON THE REVERSE SIDE OF LETTERS SUBMITTED WITH THE BID

AND/OR BIDDERS SPECIFICATIONS MATERIAL AND CONTRACT DOCUMENTS WILL BE DISREGARDED IN THE ABSENCE OF A POSITIVE WRITTEN STATEMENT f'ROM

BIDDER THAT ALL OR A PARTICULAR PORTION OF SUCH WRITINGS ARE IN

ADDITION TO OR SUPERSEDE THE COUNTY TERMS AND CONDITIONS l I llTILIZA TION RECAPITUI.A TION REPORT
120 DAYS PRIOR TO TERMINATION OF ANY AGREEMENT FORMULATED AS A RESULT OF THIS INVITATION FOR BID. VENDOR SHALL FURNISH THE cot:NTY OF LOS ANGELES WITH A LIST SHOWING THE AMOUNT OF EACH ITEM DELIVERED. THIS LIST SHALL BE BY INDIVIDUAL ITEM AND SHALL SHOW

THE TOTAL DELIVERED TO COUNTY OF LOS ANGELES DURING THE PRIOR YEAR OR PORTION THEREOF. IN ADDITION. A TOTAL DOLLAR VALUE SOLD TO ALL PARTICIPATING AGENCIES DURING THE SAME PERIOD SHALL BE FURNISHED. !2 RETURN OF GOODS RECEIVED:

IN BIDDING. YOU AGREE TO ACCEPT FOR CREDIT ANY MERCHANDISE PAGE
5 Item 1D - Page 27

SPECIAL TERMS AND CONDITIONS TERM CONTRACT
NUMBER :42663 VENDOR: XEROX CORPORATION PAGE
T-NUMBER : T9858
6 RETL:RNED IN GOOD CONDITION WITHIN FIVE DAYS AFTER RECEIPT Of GOODS WITHOUT ANY HANDLING CHARGES: HOWEVER. NO RETURN SHALL BE MADE OF Al'iY MATERIAL WHICH HAS BEEN PUT INTO OPERATION OTHER THAN FOR TEST. WHEN PRODUCTS DELIVERED FAIL TO MEET SPECIFICATION.

COST OF INSPECTION SHALL BE FOR ACCOUNT OF VENDOR.
13 THE COUNTY OF LOS ANGELES RESERVES THE RIGHT TO CANCEL ANY

AGREEMENT FORMULATED FROM THIS INQUIRY IF DELIVERY OR SERVICES

PROVE UNSATISFACTORY (DEFAULT) AND MAY PROCURE THE ARTICLES OR

SERVICES FROM OTHER SOURCES AND MAY DEDUCT FROM UNPAID BALANCE

DUE THE VENDOR AND/OR MAY COLLECT AGAINST THE BOND OR SURETY FOR EXCESS COSTS SO PAID. THE PRICES PAID BY THE COUNTY OF LOS

ANGELES SHALL BE CONSIDERED THE PREVAILING MARKET PRICE AT THE TIME SUCH PURCHASE IS MADE. THE COUNTY OF LOS ANGELES SHALL BE SOLE JUDGE AS TO SATISFACTORY PERFORMANCE.
14 COUNTY RESERVES THE RIGHT TO AUDIT AND EXAMINE VENDOR'S BOOKS ANO

RECORDS RELATING TO ANY ACTIVITY PERTINENT TO ANY SUBSEQUENT PURCHASE ORDER OR ANY RESULTANT AGREEMENT. VENDOR SHALL. AT ITS EXPENSE. PROVIDE COUNTY REQUESTED MATERIALS AT THE TIME AND LOCATION DESIGNATED BY COUNTY.

THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF ANY

PURCHASE ORDER OR THE APPLICABLE AGREEMENT FOR A PERIOD OF FOUR (4) YEARS FROM SUCH DATE.
15 CAL/OSHA - STATEMENT OF COMPLIANCE

THE ITEMS SHOWN HEREIN MUST MEET ALL APPLICABLE LOCAL, STATE AND FEDERAL STATUTES. REGULATIONS, CODES, ETC., INCLUDING BUT NOT

LIMITED TO CAL/OSHA REQUIREMENTS AS SET FORTH IN THE CALIFORNIA ADMINISTRATIVE CODE, TITLE 8. CHAPTER 4. SUBMISSION OF A BID

CONSTITUTES THE REPRESENTATION OF THE VENDOR THAT ALL ITEMS MEET OR EXCEED ALL SUCH APPLICABLE LAWS. STATUTES. CODES, ETC .. AND

THAT THE DETERMINATION THAT ANY ITEM DOES NOT DO SO SHALL BE

GROUNDS, AT THE OPTION OF THE PURCHASING AGENT, TO TERMINATE OR RESCIND THE AGREEMENT. PURCHASE OR LEASE. AND ENTITLE THE COUNTY TO ANY DAMAGES SUFFERED BY REASON THEREOF.

THE USE OF BRAND NAMES IN THIS INVITATION FOR BID IS FOR VENDOR

INFORMATION ONLY AND DOES NOT SIGNIFY COMPLIANCE WITH THE ABOVE CODES AND REGULATIONS.

I<, DAMAGE TO BUILDINGS. APl'URTl,NANCES AND FIJRNISIIINGS MUST BE A VOIDED. DAMAGE CAUSED BY CONTRACTOR'S OPERATIONS SHALL BE REPAIRED. AS DIRECTED. AT NO COST TO THE COUNTY OF LOS ANGELES. 17 INSURANCE

INDEMNIFICATION AND INSURANCE REQUIREMENTS

FOR LOS ANGELES COUNTY SERVICE AGREEMENTS
INDEMNIFICATION: CONTRACTOR SHALL INDEMNIFY. DEFEND AND HOLD HARMLESS COUNTY, AND ITS SPECIAL DISTRICTS. ELECTED AND APPOINTED OFFICERS. EMPLOYEES. AND AGENTS r-ROM ANO AGAINST ANY AND Al.I.

LIABILITY. INCLUDING BUT NOT LIMITED TO DEMANDS. CLAIMS. ACTIONS. FEES COSTS. AND EXPENSES (INCLUDING ATTORNEY AND EXPERT WITNESS FEES).

ARISING FROM OR CONNECTED WITH CONTRACTOR'S ACTS AND/OR OMISSIONS .'IRISING FROM AND/OR RELATING TO ANY AGREEMENT FORMULATED AS A RESULT OF THIS INQUIRY.

GENERAL INSURANCE REQUIREMENTS: WITHOUT LIMITING CONTRACTOR'S

INDEMNIFICATION OF COUNTY AND DURING THE TERM OF ANY AGREEMENT FORMULATED FROM THIS INQUIRY. CONTRACTOR SHALL PROVIDE AND MAINTAIN. AND SHALL REQUIRE ALL OF ITS SUB-CONTRACTORS TO MAINTAIN. THE FOLLOWING PROGRAMS OF INSURANCE SPECIFIED IN ANY AGREEMENT FORMULATED FROM THIS INQUIRY. SUCH INSURANCE SHALL BE PRIMARY TO AND NOT CONTRIBUTING WITH ANY OTHER INSURANCE OF SELFINSURANCE PROGRAMS MAINTAINED BY COUNTY. AND SUCH COVERAGE SHALL Item 1D - Page 28

SPECIAL TERMS AND CONDITIONS TERM CONTRACT
NUMBER

T-NUMBER
:42663
:T985B
'.'ENDOR: XEROX CORPORATION
BE PROVIDED AND MAINTAINED AT CONTRACTOR'S OWN EXPENSE.

EVIDENCE OF INSVRANCE: CERTIFICATE/SJ OR OTHER EVIDENCE OF COVERAGE

SATISFACTORY TO COUNTY SHALL BE DELIVERED TO PURCHASING AGENT DESIGN EE

PRIOR TO COMMENCING SERVICES UNDER ANY AGREEMENT FORMULATED AS A RESULT OF THIS INQUIRY. CERTIFICATE(S) OR OTHER EVIDENCE OF COVERAGE SHALL BE DELIVERED TO:

ATTN:

SOLICITATION/CONTRACT It _______________ _
COUNTY OF LOS ANGELES - !SD
1100 NORTH EASTERN A VENUE RM #Gl 15
LOS ANGELES. CA 90063
SUCH CERTIFICATES OR OTHER EVIDENCE SHALL:
(I) SPECIFICALLY IDENTIFY SUBSEQUENT AGREEMENT.
(2) CLEARLY EVIDENCE ALL COVERAGES REQUIRED IN SUBSEQUENT AGREEMENT. (3) CONTAIN THE EXPRESS CONDITION THAT COUNTY IS TO BE GIVEN WRITTEN NOTICE BY MAIL AT LEAST THIRTY (30) DAYS IN ADVANCE OF CANCELLATION FOR ALL POLICIES EVIDENCED ON THE CERTIFICATE OF INSURANCE. (4) INCLUDE COPIES OF THE ADDITIONAL INSURED ENDORSEMENT TO THE COMMERCIAL GENERAL LIABILITY POLICY. ADDING THE COUNTY OF LOS ANGELES ITS SPECIAL DISTRICTS. ITS OFFICIALS. OFFICERS AND EMPLOYEES AS INSUREDS FOR ALL ACTIVITIES ARISING FROM SUBSEQUENT AGREEMENT. (5) IDENTIFY ANY DEDUCTIBLES OR SELF-INSURED RETENTIONS FOR COUNTY'S APPROVAL. THE COUNTY RETAINS THE RIGHT TO REQUIRE CONTRACTOR TO

REDUCE OR ELIMINATE SUCH DEDUCTIBLES OR SELF-INSURED RETENTIONS AS THEY APPLY TO COUNTY. OR, REQUIRE CONTRCTOR TO PROVIDE A BOND

GUARANTEEING PAYMENT OF ALL SUCH RETAINED LOSSES AND RELATED COSTS, INCLUDING. BUT NOT LIMITED TO. EXPENSES OR FEES, OR BOTH. RELATED TO INVESTIGATIONS, CLAIMS ADMINISTRATIONS. AND LEGAL DEFENSE. SUCI-I BOND

SHALL BE EXECUTED BY A CORPORATE SURETY LICENSED TO TRANSACT BUSINESS

IN THE STATE OF CALIFORNIA
INSURER FINANCIAL RATINGS: INSURANCE IS TO BE PROVIDED BY AN INSURANCE COMPANY ACCEPTABLE TO THE COUNTY WITH AN A.M. BEST RATING OF NOT LESS THAN A:VII. UNLESS OTHERWISE APPROVED BY COUNTY.

FAILURE TO MAINTAIN COVERAGE: FAILURE BY CONTRACTOR TO MAINTAIN THE

REQUIRED INSURANCE, OR TO PROVIDE EVIDENCE OF INSURANCE COVERAGE ACCEPTABLE TO COUNTY. SHALL CONSTITUTE A MATERIAL BREACH OF THE

CONTRACT UPON WHICH COUNTY MAY IMMEDIATELY TERMINATE OR SUSPEND SUBSEQUENT AGREEMENT. COUNTY. AT ITS SOLE OPTION, MAY OBTAIN DAMAGES FROM CONTRACTOR RESULTING FROM SAID BREACH. ALTERNATIVELY. COUNTY

MAY PURCHASE SUCH REQUIRED INSURANCE COVERAGE, AND WITHOUT FURTHER NOTICE TO CONTRACTOR. COUNTY MAY DEDUCT FROM SUMS DUE TO CONTRACTOR ANY PREMIUM COSTS ADVANCED BY COUNTY FOR SUCH INSURANCE.

NOTIFICATION OF INCIDENTS, CLAIMS OR SUITS: CONTRACTOR SHALL REPORT TO C:OllNTY:
{I) ANY ACCIDENT OR INCIDENT RELATING TO SERVICES PERFORMED LNDER

SUBSEQUENT AGREEMENT WHICH INVOLVES INJURY OR PROPERTY DAMAGE WHICH MAY RESULT IN THE Fil.ING OF A CLAIM OR LAWSUIT AGAINST CONTRACTOR AND/OR COUNTY. SUCH REPORT SHALL BE MADE IN WRITING WITHIN 24 HOURS OF OC'CllRRENCE.
(2) ANY THIRD PARTY CLAIM OR LAWSUIT FflED AGAINST CONTRACTOR ARISING FROM OR RELATED TO SERVICES PERFOR'v!ED BY CONTRACTOR UNDER SUBSEQUENT AGREEMENT.
(3) ANY INJURY TO A CONTRACTOR EMPLOYEE WHICH OCCURS ON COUNTY PROPERTY . THIS REPORT SHALL BE SUBMITTED ON A COUNTY "NON-EMPLOYEE INJIJRY REPORT" TO THE COUNTY CONTRACT MANAGER.

PAGE
7 Item 1D - Page 29

SPECIAL TERMS AND CONDITIONS TERM CONTRACT
NUMBER

T-NUMBER
:42663
:T985B
VENDOR: XEROX CORPORATION
(4) Al'iY LOSS. DISAPPEARANCE. DESTRUCTION. MISUSE, OR THEFf OF ANY

KIND WHATSOEVER OF COUNTY PROPERTY, MONIES OR SECURITIES ENTRUSTED TO CONTRACTOR UNDER THE TERMS OF SUBSEQUENT AGREEMENT.

COMPENSATION FOR COUNTY COSTS: IN THE EVENT THAT CONTRACTOR FAILS

TO COMPLY WITH ANY OF THE INDEMNIFICATION OR INSURANCE REQUIREMENTS OF SUBSEQUENT AGREEMENT. AND SUCH FAILURE TO COMPLY RESULTS IN ANY COSTS TO COUNTY. CONTRACTOR SHALL PAY FULL COMPENSATION FOR ALL COSTS ll'<CURRED BY COUNTY.

INSURANCE COVERAGE REQUIREMENTS FOR SUB-CONTRACTORS: CONTRACTOR

SHALL ENSURE ANY AND ALL SUB-CONTRACTORS PERFORMING SERVICES UNDER

SUBSEQUENT AGREEMENT MEET THE INSURANCE REQUREMENTS OF SUBSEQUENT AGREEMENT BY EJTHER:
(I) CONTRACTOR PROVIDING EVIDENCE OF INSURANCE COVERING THE ACTIVITIES OF SUB-CONTRACTOR. OR
(2) CONTRACTOR PROVIDING EVIDENCE SUBMITTED BY SUB-CONTRACTORS

EVIDENCING THAT SUB-CONTRCTORS MAINTAIN THE REQUIRED INSURANCE COVERAGE. COUNTY RETAINS THE RIGHT TO OBTRAIN COPIES OF EVIDENCE OF SUB-CONTRACTOR INSURANCE COVERAGE AT ANY TIME.
18 INSURANCE COVERAGE REQUIREMENTS:

GENERAL LIABILILTY: INSURANCE (WRITTEN ON ISO POLICY FORM CG 00 01 OR JTS EQUIVALENT) WITH LIMITS OF NOT LESS THAN THE FOLLOWING:

GENERAL AGGREGATE: $2 Mil.LION
PRODUCTS/COMPLETED OPERATIONS AGGREGATE: $1 MILLION
PERSONAL AND ADVERTISING INJURY: $1 MILLION
EACH OCCURENCE: $1 MILLION
19 AUTOMOBlLE LIABILITY: INSURANCE (WRITTEN ON ISO POLICY FORM CA 00 01

OR ITS EQUIVALENT) WITH A LIMIT OF LIBILITY OF NOT LESS THAN $1 MILLION FOR EACH ACCIDENT. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR ALL "OWNED" "HIRED"" AND "NON-OWNED" VEHICLES, OR COVERAGE FOR "'ANY AUTO".
20 WORKERS COMPENSATION AND EMPLOYERS' LIABILLITY: INSURANCE PROVIDING WORKERS COMPENSAT!ON RFNEFITS. AS REQlllRED BY THE LABOR CODE, OF THE STATE Of' CALIFORNIA OR RY ANY OTflER STATE. AND FOR WHICH CONTRACTOR IS RESPONSIBLE. IF CONTRACTOR"S EMPLOYEES WILL BE ENGAGED IN MARITIME EMPLOYMENT. COVERAGE SHALL PROVIDE WORKERS COMPENSATION BENEFITS AS REQUIRED BY THE U.S. LONGSHORE

AND HARBOR WORKERS' COMPENSATION ACT, JONES ACT OR ANY OTHER FEDERAL LAW FOR WHICH CONTRACTOR IS RESPONSIBLE.

IN ,\LL CASES. THE ABOVE INSURANCE ALSO SHALL INCLUDE EMPLOYERS' LIABILITY COVERAGE WITH LIMITS OF NOT LESS THAN THE FOLLOWING:

EACH ACCIDENT: $1 MILLION
l}ISEASE - POLICY LIMIT: Sl MILUON
DISEASE - EACH EMPLOYEE: $1 MILLION
21 ALL PACKAGES OF HAZARDOUS MATERIALS MUST BE CLEAR!. Y MARKED WJTH

THE PROPER SHIPPING NAME AND IDENTIFICATION NUMBER AS REQUIRED BY DEPARTMENT OF TRANSPORTATION TITLE 49. SECTION 172. 301.. 22 St.:CCESSFIJL BIDDERS WILL BE REQIJlRED TO MAIL MA f ERIAL SAFETY P,\TA

SHEETS (MSDS) TO THE ATTENTION OF THE SAFETY OFFICER AT THE DELIVERY ADDRESS SHOWN HEREIN WHEN DELIVERY IS TO BE MADE DlRECT TO THE USING DEPARTMENT OR TO THE COUNTY OF LOS ANGELES.

DEPARTMENT OF PERSONNEL. ENVIRONMENTAL HEALTH SECTION. 5TH FLOOR, 2615 SO. GRAND AVE .. LOS ANGELES, CA 90007, WHEN DELIVERY IS TO

BE MADE TO THE CENTRAL WAREHOUSE ON ELM STREET
2J ALL CHARGES. E.G . . TRANSPORTATION. PACKING. INSTALLATION. MUST BE PAGE
8 Item 1D - Page 30

SPECIAL TERMS AND CONDITIONS TERM CONTRACT
NUMBER

T-NUMBER
: 42663
: T985B
VENDOR: XEROX CORPORATION
INCLUDED IN THE BID. NO CHARGES WILL BE ALLOWED UNLESS SPECIFIED IN THE BID.
24 COUNTY RESERVES THE RIGHT TO REJECT. IN ITS SOLE DISCRETION. ANY OR ALL BIDS, OR TO WAIVE ANY INFORMALITY IN THE BIDS. AND TO REJECT ANY ITEMS THEREON. COUNTY MAY. AT ITS SOLE DISCRETION.

CANCEL THIS SOLICITATION AT ANY TIME PRIOR TO AWARD.
25 INDEMNIFICATION: VENDOR SHALL INDEMNIFY. DEFEND AND HOLD HARMLESS COUNTY, ITS AGENTS. OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AN ALL LIABILITY, EXPENSE. INCLUDING DEFENSE COSTS AND LEGAL FEES. AND CLAIMS FOR DAMAGES OF ANY NATliRE WHATSOEVER ARISING FROM OR CONNECTED WITH VENDOR'S OPERATIONS. GOODS AND/OR COMMODITIES OR SERVICES PROVIDED HEREUNDER. THIS INDEMNITY SHALL INCLUDE. BUT NOT

BE LIMITED TO CLAIMS FOR OR BY REASON OF ANY ACTUAL OR ALLEGED

INFRINGEMENT OF ANY UNITED STATES PATENT OR COPYRIGHT OR ANY ACTUAL OR ALLEGED TRADE SECRET DISCLOSURE.
26 DEFAULT: IN THE EVENT VENDOR FAILS TO PERFORM HEREUNDER AND DOES NOT CURE SUCH FAILURE WITHIN FIFTEEN (15) CALENDAR DAYS OF THE DATE COUNTY'S NOTICE WAS SENT TO VENDOR. COUNTY MAY. AT ITS SOLE DISCRETION, CANCEL OR TERMINATE THIS PURCHASE ORDER. SUCH CANCELLATION OR TERMINATION SHALL BE AT NO COST TO COUNTY.

SHOULD COUNTY SO CANCEL OR TERMINATE, COUNTY MAY AT ITS SOLE

DISCRETION, PROCURE THE ITEMS OR SERVICES FROM OTHER SOURCES AND

VENDOR SHALL BE LIABLE TO COUNTY FOR ANY AND ALL EXCESS COSTS, DETERMINED BY COUNTY, FOR SUCH ITEMS OR SERVICES.
27 NONEXCLUSIVITY: NOTHING HEREIN IS INTENDED NOR SHALL IT BE CONSTRUED AS CREATING ANY EXCLUSIVE ARRANGEMENT WITH VENDOR. 28 INDEPENDENT CONTRACTOR STATUS: VENDOR SHALL AT ALL TIMES BE ACTING IN THE CAPACITY OF INDEPENDENT CONTRACTOR. THIS PURCHASE ORDER IS NOT INTENDED. AND SHALL NOT BEOR CONSTRUED, TO CREATE THE

RELATIONSHIP OF AGENT, SERVANT, EMPLOYEE PARTNERSHIP, JOINT VENTURE OR ASSOCIATION. AS BETWEEN COUNTY AND VENDOR. THE EMPLOYEES AND AGENTS OF ONE PARTY SHALL NOT BE OR CONSTRUED TO BE. THE EMPLOYEES OR AGENTS OF THE OTHER PARTY FOR ANY REASON WHATSOEVER. 29 GRATUITIES
IT IS IMPRO?ER FOR ANY CO\INTY OITICER. EM?LOYEE OR AGENT TO SOLICIT CONSIIJLRATION. JN ANY HJRM, FROM A PROPOSER WITH THE IMPLICATION. SUGGESTION OR STATEMENT THAT THE PROPOSER'S PROVISION

OF THE CONSIDERATION MAY SECURE MORE FAVORABLE TREATMENT FOR THE

PROPOSER IN THE AWARD OF THE CONTRACT OR THAT THE PROPOSER'S

FAILURE TO PROVIDE SUCH CONSIDERATION MAY NEGATIVELY AFFECT THE COUNTY'S CONSIDERATION OF THE PROPOSER'S SUBMISSION. A PROPOSER

SHALL NOT OFFER OR GIVE, EITHER DIRECTLY OR THROUGH AN
JNTERMEDIARY, CONSIDERATION, IN ANY FORM TO A COUNTY OFFICER.

EMPLOYEE OR AGENT FOR THE PURPOSE OF SECURING FAVORABLE TREATMENT WITH RESPECT TO THE AWARD OF THE CONTRACT.

A PROPOSER SHALi. JM:,.,tEDIATELY REPORT ANY ATTEMPT BY A COUNTY OFFICER. EMPLOYEE OR AGENT TO SOLICIT SUCH IMPROPER CONSIDERATlON.

THE REPORT SHALL BE MADE EITHER TO THE COUNTY MANAGER CHARGED WITH THE SUPERVISION OF THE EMPLOYEE OR TO THE COUNTY AUDITORCONTROLLER'S EMPLOYEE FRAUD HOTLINE AT (213) 97-1-0914 OR (800) 544-6861. FAILURE TO REPORT SUCH A SOLICITATION MAY RESULT JN THE PROPOSER'S SllBMISSION BEING ELIMINATED FROM CONSIDERATION.

AMONG OTHER ITEMS. SUCH IMPROPER CONSIDERATION MAY TAKE THE FORM OF CASH. DISCOUNTS. SERVICE. THE PROVISION OF TRAVEL OR ENTERTAINMENT OR TANGIBLE GIFTS.
30 AUTHORIZATION WARRANTY

CONTRACTOR REPRESENTS AND WARRANTS THAT THE PERSON EXECUTING THIS PAGE
9 Item 1D - Page 31

SPECIAL TERMS AND CONDITIONS TERM CONTRACT
NUMBER :42663 VENDOR: XEROX CORPORATION PAGE
T-NUMBER : T985B 10
AGREEMENT FOR CONTRACTOR IS AN AUTHORIZED AGE:--IT WHO HAS ACTUAL AUTHORITY TO BIND CONTRACTOR TO EACH AND EVERY TERM. CONDITION AND OBLIGATION OF THIS AGREEME:-;T AND THAT ALL REQUIREMENTS OF CONTRACTOR HAVE BEEN FULFILLED TO PROVIDE SUCH ACTUAL AUTHORITY.

Item 1D - Page 32

PRICE SHEET TERM CONTRACT
NUMBER : 42663 VENDOR : XEROX CORPORATION PAGE
T-NUMBER : 19858 11
Ll\'E COMMODITY/SERVICE DESCRIPTION QUANTITY i.::-;n i_::,.IIT PRICE DISCOL"-T OFF :--;o, FRO),,IITO CATALOG PRICE
UNLESS SPECIFIED ELSEWHERE SHIP TO:

COUNTY WIDE
00001 COMMODITY CODE: 985-26-037062 I MO NIA 0.00%

PHOTOCOPIER-TERM LEASE/RENTAL INCLUDES

ALL MODELS - XEROX
00002 COMMODITY CODE: 985-26-041621 I MO NIA 0.00%

PHOTOCOPIER--LEASE PURCHASE-INCLUDES ALL

MODELS - XEROX
00003 COMMODITY CODE: 939-27-041622 I MO NIA 0.00%
PHOTOCOPIER-FULL SERVICE MAINTENANCESERVICE INCLUDES REPLENISHMENT OF BLACK

TONER/COPY CARTRIDGE/DEVELOPER AND FUSER

LUBRICANTS (NOT INCLUDED ARE COLOR TONER
. STAPLES. PAPER, SPECIALTY

APPLICATION SUPPLY PRODUCTS)
00004 COMMODITY CODE: 015-15-041623 l EA NIA 000%

PHOTOCOPIER-CHEMICALS & SUPPLIES-FOR
BOND PAPER TYPE COPY MACHINESXEROX CURRENT BEST PRICE
00005 COMMODITY CODE: 600-38-041624 I LO NIA 0.00%

PHOTOCOPIER-PURCHASE-ALL MODELS
-XEROX
IX)006 COMMODITY CODE: (10O-61 -(H 1625 1 LO NIA ().()()%

FAX MACHINE-PURCHASE- ALL MODELS -

INCLUDES PARTS AND ACCESSORIES-XEROX
00007 COMMODITY CODE: 962-46-041626 I LO NIA 0.00%

DELIVERY AND SETUP FOR PHOTOCOPIER & FAX

MACHINES
NOTE:

PRICING INCLUDED NORMAL DELIVERY .
!NSTALLATION AND SET UP
FOR ACQlllSIT!ON PROCEDURE PER
PURCHASING BULLETIN 793
PURCHASING Bt;LLETIN 07-1003 (10)
Pt.:RCHASING & PROCEDURE P17IO
PURCHASING STANDARD 1003
Item 1D - Page 33

TERMS & CONDITIONS
Item 1D - Page 34

MASTER AGREEMENT BETWEEN

COUNTY OF LOS ANGELES

AND XEROX CORPORATION

FOR PHOTOCOPY EQUIPMENT/ FACSIMILE EQUIPMENT/

MICROGRAPHICS EQUIPMENT/ SUPPLIES AND MAINTENANCE

1.0 This Agreement is made and entered into by and between the County of Los Angeles (hereafter "COUNTY') and Xerox Corporation (hereafter "VENDOR").

2.0 TERM OF AGREEMENT

2.1 This Agreement shall be for three (3) years, unless earlier terminated as provided herein, with option to renew for additional two twelve (12) month periods by mutual written consent.

3.0 ENTIRE AGREEMENT

3.1 This document, including all Exhibits hereto, constitutes the complete and exclusive statement of understanding between the parties which supersedes all previous agreements, written or oral, and all communications, written or oral, between the parties relating to the subject matter of this Agreement. No change hereto shall be valid unless prepared pursuant to Subparagraph 5.0 (Agreement Modifications, Changes, or Amendments).

4.0 DEFINITIONS

4.1 Day(s}
The term "day{s)" shall mean calendar day{s) unless otherwise specified.

4.2 Eligible Vendor
"Eligible VENDOR" identifies a VENDOR whose evidences of insurance, as required by Paragraph (Indemnification and Insurance), have all been received by Purchasing and Central Services, as set forth in Section (Notices), and are valid and in effect at the time of a given Work Order solicitation under this Master Agreement.

4.3 Normal Working Hours
"Normal Working Hours" means one of the following work schedules, according to individual COUNTY department policy, excluding COUNTY holidays:

Contract# 42663
Item 1D - Page 35
A. "5/40, which is normally eight (8) hours per day Monday Through Friday ("Working Days"), with starting and ending times departmentally established.

B. "9/80", which is a flexibility arranged nine (9) hours on each of eight working Days in a given two-week period, plus 8 hours arranged, per department policy, on the ninth Working Day; or
C. "4/40", which is a flexibility arranged ten (10) hours on each of four fixed Working Days each week, with starting and ending times departmentally established.

5.0 AGREEMENT MODIFICATION

5.1 This agreement shall only be modified in writing executed by an authorized official of both parties. The terms and conditions of this Agreement together with any specific terms and conditions set forth in the applicable COUNTY purchase orders shall prevail notwithstanding any variations, modifications and/or provisions contained in any document, acknowledgment or other communication from VENDOR.

6.0 AUTHORIZATION

6.1 VENDOR represents and warrants that the person executing this Agreement is an authorized agent who has actual authority to bind VENDOR to each and every term, condition and obligation of this Agreement and that all requirements of VENDOR have been fulfilled to provide such actual authority.

7.0 ASSIGNMENT OF AGREEMENT

7.1 VENDOR shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior express written consent of the COUNTY. Any assignment without the prior express written consent of COUNTY shall be null and void.

7.2 Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the permitted successors, heirs, executors, administrators and assigns.

8.0 METHOD OF PURCHASE, INVOICING AND PAYMENT - COUNTY

8.1 Purchase Order{s)
COUNTY shall purchase the items listed in this agreement by issuance of a formal purchase order. Such purchase order shall contain the terms and conditions applicable for that purchase. Notwithstanding anything herein to the contrary, the purchase order shall, as specifically noted, govern and 2 Contract# 42663
Item 1D - Page 36
control the applicable purchase. All purchase orders are subject to acceptance by VENDOR.

8.2 Unless otherwise set forth in the purchase order, purchase orders issued by COUNTY which are accepted and confirmed by VENDOR may be cancelled by the COUNTY only by giving VENDOR written notice at least twenty (20) days prior to the scheduled delivery date. Purchase orders cancelled by COUNTY in less than twenty (20) days prior to the scheduled delivery date may be subject to a cancellation charge of one-half percent (1/2%) of the invoice value of the cancelled purchase order.

8.3 Invoices
Invoices shall be submitted as set forth on the applicable purchase order.

8.4 Payment Terms
Unless otherwise set forth on the purchase order, payment terms are net thirty (30) days from COUNTY'S receipt of a properly prepared and submitted invoice. In no event shall COUNTY be liable for any late fees or changes.

8.5 Vendor Acknowledgement
The terms and conditions of this Agreement together with any specifically noted terms and conditions set forth in COUNTY'S purchase order(s) shall prevail not withstanding any variations or additions on VENDOR'S acknowledgement or other documents.

9. 0 NON-EXCLUSIVE AGREEMENT

9.1 This agreement is non-exclusive and shall not, in any way preclude COUNTY from entering into similar agreements and/or arrangements with other VENDORs, or from acquiring similar, equal or like goods and/or services from other entities or sources.

9.2 COUNTY makes no representation that it will purchase any minimum dollar or quantity amounts.

9.3 COUNTY reserves the right to solicit products through the competitive bid process whenever COUNTY deems it appropriate. However, COUNTY may, at its sole option, negotiate with VENDOR for better pricing.

10.0 INDEPENDENT CONTRACTOR STATUS

10.1 VENDOR an independent contractor. This Agreement shall not create the relationship of agent, servant, employee, partnership, joint venturer or 3 Contract # 42663
Item 1D - Page 37
association between COUNTY and VENDOR. The employees and agents of one party are not the employees or agents of the other party for any purpose whatsoever.

10.2 VENDOR is solely responsible for providing all workers' compensation insurance and benefits, liability insurance, employer taxes, compensation, and benefits to, or on behalf or, all persons performing work pursuant to this Agreement. COUNTY shall have no responsibility or liability for the payment of any salaries, wages, unemployment insurance, payroll taxes, disability insurance or benefits, or federal, state, or local compensation, benefits, or taxes for any personnel provided by or on behalf of VENDOR.

11.0 TERMINATION

11.1 This Agreement may be terminated for any reason by either party upon sixty (60) days prior written notice.

11.2 VENDOR shall honor purchase orders accepted on or before the effective date of the termination.

12.0 LIMITATION OF COUNTY'S OBLIGATION DUE TO

NON-APPROPRIATION OF FUNDS

12.1 COUNTY'S obligation is payable only and solely from funds appropriated for the purpose of this Agreement.

12.2 All funds for payment after June 30th of the current fiscal year are subject to COUNTY'S legislative appropriation for this purpose. Payment during subsequent fiscal year periods are dependent upon the same action.

12.3 Notwithstanding any other provision of this Agreement, if this Agreement extends into succeeding fiscal year periods and if the governing body appropriating the funds does not allocate sufficient funds for the next succeeding fiscal year's payments, then this Agreement shall terminate as of June 30th of the last fiscal year for which funds were appropriated. COUNTY shall notify VENDOR in writing of such non-allocation of funds at the earliest possible date.

13.0 COMPLIANCE WITH APPLICABLE LAW

13.1 VENDOR shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances and directives, and all provisions required thereby to be included in this Agreement are hereby incorporated herein by reference. 4 Contract # 42663
Item 1D - Page 38

14.0 GOVERNING LAW. JURISDICTION AND VENUE

14.1 This agreement shall be governed by, and construed in accordance with, the laws of the State of California, except where federal law pre-empts. VENDOR consents for all purposes to the jurisdiction and exclusive venue of the courts and other appropriate dispute resolution bodies in Los Angeles COUNTY, or if held prejudicial, in a contiguous COUNTY.

15.0 RESTRICTIONS ON LOBBYING

15.1 Federal Funds Projects
If any Federal funds are to be used to pay for any of VENDOR'S services under this Agreement, VENDOR shall fully comply with all certification and disclosure requirements prescribed by Section 319 of Public Law 101-121 (31 United States Code Section 1352) and any implementing regulations, and shall ensure that each of its subcontractors receiving funds provided under this Agreement also fully complies with all such certification and disclosure requirements.

15.2 County Projects
VENDOR, and each COUNTY lobbyist or COUNTY lobbying firm as defined in COUNTY code Section 2.160.010 retained by VENDOR, shall fully comply with COUNTY'S lobbyist Ordinance, COUNTY Code Chapter 2.160. Failure on the part of VENDOR or any COUNTY lobbyist or COUNTY lobbying firm retained by VENDOR to fully comply with COUNTY'S Lobbyist Ordinance shall constitute a material breach of this Agreement, upon which COUNTY may immediately terminate or suspend this Agreement.

16.0 WAIVER

16.1 Failure of either party to enforce at any time, or from time to time, any right, remedy, or provision of this Agreement shall not be construed as a waiver thereof.

17.0 RECORDS. DOCUMENT AND AUDITS
VENDOR shall maintain accurate and complete financial records of its activities and operations relating to this Agreement in accordance with generally accepted accounting principles. VENDOR shall also maintain accurate and complete employment and other records relating to its performance of this Agreement. VENDOR agrees that COUNTY, or its authorized representatives, shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, or records relating to this Agreement. All financial records, timecards and other employment records, and proprietary data and information, shall be kept and 5 Contract# 42663
Item 1D - Page 39
maintained by VENDOR and shall be made available to COUNTY during the term of this AGREEMENT and for a period of four years thereafter unless COUNTY'S written permission is given to dispose of any such material prior to such time. All such material shall be maintained by VENDOR at a location in Los Angeles COUNTY, provided that if any material is located outside Los Angeles COUNTY, then at COUNTY'S option, VENDOR shall pay COUNTY for travel, per diem, and other costs incurred by COUNTY to examine, audit, excerpt, copy or transcribe such material at such other location.

In the event that an audit is conducted of VENDOR specifically regarding this Agreement by any Federal or State auditor, or by any auditor or accountant employed by VENDOR or otherwise, the VENDOR shall file a copy of the audit report with COUNTY'S Auditor-Controller within thirty days (30 of VENDOR'S receipt thereof, unless otherwise provided by applicable Federal or State law or under this Agreement. County shall make a reasonable effort to maintain the confidentiality of such audit reports (s)
Failure on the part of VENDOR to comply with the provision of this Paragraph 17 .0 shall constitute a material breach upon which COUNTY may terminate or suspend this Agreement.
17 .1 Publicity
VENDOR shall not disclose any details in connection with this Agreement to any person or entity except as may be otherwise provided herein or required by law.

However, in recognizing VENDOR'S need to identify its services and related clients to sustain itself, COUNTY shall not inhibit VENDOR from publishing its role under this Agreement, with the following conditions:

A. VENDOR shall develop all publicity material in a professional manner.

B. During the term of this Agreement, VENDOR, shall neither, authorize another to, nor publish or disseminate any commercial advertisements, press release, feature articles, or other materials using the name of COUNTY without the prior written consent of COUNTY'S Purchasing Agent.

COUNTY shall not unreasonably withhold written consent, and approval by COUNTY may be assumed in the event no adverse comments are received in writing within two weeks after submittal of written request for such consent.

C. VENDOR may, without the prior written consent of COUNTY, indicate in its proposals and sales materials that it has been awarded this Agreement with the County of Los Angeles, provided that the requirements of this Paragraph 17.1 shall apply.
6 Contract # 42663
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18.0 CONFLICT OF INTEREST

18.1 No COUNTY employee whose position with COUNTY enables such employee to influence the award of this Agreement or any competing agreement, and no spouse of economic dependent of such employee, shall be employed in any capacity by VENDOR or have any other direct or indirect financial interest in the Agreement. No officer or employee of VENDOR, who may financially benefit from the performance hereunder, shall in any way participate in COUNTY's approval, or ongoing evaluation, of such performance, or in any way attempt to unlawfully influence COUNTY'S approval or ongoing evaluation of such performance.

18.2 VENDOR shall comply with all conflict of interest laws, ordinances and regulations now in effect or hereafter to be enacted during the term of this Agreement.

VENDOR warrants that it is not now aware of any facts which create a conflict of interest. If VENDOR hereafter becomes aware of any facts which might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to COUNTY. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances.

19.0 INDEMNIFICATION AND INSURANCE

19.1 Indemnification
VENDOR agrees to indemnify, defend and save harmless the COUNTY, its agents, officers and employees from and against any and all liability, expense, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with VENDOR's operations of its services hereunder, including any Workers Compensation suits, liability, or expense, arising from or connected with services performed on behalf of VENDOR by any person pursuant to this Agreement.

19.2 Insurance
Without limiting VENDOR'S indemnification of COUNTY, VENDOR shall provide and maintain at its own expense during the term of this Agreement the belowdescribed programs of insurance covering VENDOR'S operations hereunder.

Certificates or other evidence of such programs satisfactory to COUNTY shall be delivered to:

Louise Valentine
Purchasing/Contracts Division
!SD/Purchasing and Central Services
1100 N. Eastern Avenue
Los Angeles, CA 90063
7 Contract # 42663
Item 1D - Page 41

19.5 Loss and Damage Insurance:

The County of Los Angeles, its agents or employees, will not be responsible for loss by fire, flood or Acts of God. After such loss of equipment or parts thereof has been reported to you, replacement is to be made by lessor within time quoted for original delivery. However, if positive proof can be furnished showing that a COUNTY employee is responsible for any act of negligence that affects the operation or condition of the equipment, then repair or replacement will be for the account of the COUNTY.

20.0 CONFORMITY TO LAW

20.1 VENDOR warrants that the Products may be shipped and used in a customary manner without violation of any law, ordinance, rule or regulation of any government or administrative body. These laws, ordinances, rules or regulations include, but are not limited to, CAUOSHA and COUNTY Code Title 27 and Ordinance No. 4388 (electrical approval) and are incorporated herein by reference.

21.0 LOAN / TRIAL USE OF PRODUCT

21.1 VENDOR shall not deliver products or other items to the COUNTY as loaner equipment or for trial use prior to receipt of an "Equipment Loan Agreement" and "No Charge" Purchase Order from ISO/Purchasing & Central Services.

21.2 The Products or other items shall be returned to the Vendor at the end of the Loan Agreement period.

22.0 ORDERS PRECLUDED

22.1 COUNTY departments shall not use this Agreement as a source to purchase items and/or services not specifically set forth herein.

23.0 SEVERABILITY

23.1 If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby.

24.0 NOTICE OF DELAYS

24.1 Except as otherwise provided under this Agreement when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Agreement, that party shall, within two days, give notice thereof, including all relevant information with respect thereto, to the other party.
9 Contract # 42663
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25.0 MOST FAVORED PUBLIC ENTITY

25.1 VENDOR represents that the prices charged to COUNTY in the Agreement do not exceed existing selling prices to other customers for the same or substantial similar items or services for comparable quantities under similar terms and conditions.

25.2 If VENDOR'S prices decline, or should VENDOR, at any time during the term of this Agreement, provide the same goods or services under similar quantity and delivery conditions to the State of California or any COUNTY, municipality or district of the State at prices below those set forth in this Agreement, then such lower prices shall be immediately extended to COUNTY.

26.0 NOTICES

26.1 All notices or demands required or permitted to be given or made under this Agreement shall be in writing and shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties at the following addresses:

If to COUNTY:

Louise Valentine
Senior Deputy Purchasing Agent
ISO/Purchasing and Central Services
1100 N. Eastern Ave., Room G115
Los Angeles, CA 90063
If to VENDOR:

Mike Sanduval
Account Sales Manager
Xerox Corporation
700 N. Flower Street, Suite 700
Los Angeles, CA 90012

27.0 BENCHMARKING

27.1 COUNTY reserves the right to benchmark pricing, terms and conditions throughout the term of this Agreement. If deemed necessary, at the sole discretion of the COUNTY, COUNTY will re-negotiate applicable pricing, terms and conditions with VENDOR.

28.0 PRICING. DISCOUNTS1 AND TERMS

28.1 Pricing and Discounts
Pricing, discounts, and terms as stated in this Agreement. 10 Contract # 42663
Item 1D - Page 43

28.2 Promotional Pricing
VENDOR shall immediately furnish ISD/PCS with a copy of any promotional pricing offered on this agreement accompanied with a letter stating the agreement number and the period of the promotion. No promotional pricing to be offered to the COUNTY departments until VENDOR has received approval from ISD/PCS.

28.3 Addition / Deletion of Products
Products shall be added/deleted only with thirty (30) days prior written notice to the COUNTY. No products to be offered to the COUNTY departments until VENDOR has received approval from ISD/PCS.

29.0 UTILIZATION REPORTS

29.1 VENDOR shall submit to ISD/PCS written reports on a quarterly basis commencing from the effective date of this Agreement.

29.2 Reports to include COUNTY department name, purchase order number and date, commodity, brand/model, quantity, unit price, extended price, tax, total. If the purchase order was not processed by ISD/PCS but processed by the COUNTY department, submit a copy of their purchase order (order form) and copy of the invoice.

30.0 TERMINATION FOR IMPROPER CONSIDERATION

30.1 COUNTY may, by written notice to CONTRACTOR, immediately terminate the right of CONTRACTOR to proceed under this Agreement if it is found that consideration, in any form, was offered or given by CONTRACTOR, either directly or through an intermediary, to any COUNTY officer, employee or agent with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment or extension of the Agreement or the making of any determinations with respect to the CONTRACTOR'S performance pursuant to the Agreement. In the event of such termination, COUNTY shall be entitled to pursue the same remedies against CONTRACTOR as it could pursue in the event of default by the CONTRACTOR.

30.2 CONTRACTOR shall immediately report any attempt by a COUNTY officer or employee to solicit such improper consideration. The report shall be made either to the COUNTY manager charged with the supervision of the employee or to the County Auditor-Controller's Employee Fraud Hotline at (213) 974-0914 or (800) 544-6861.

30.3 Among other items, such improper consideration may take the form of cash, discounts, service, the provision of travel or entertainment, or tangible gifts. 11 Contract# 42663
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31.0 TERMINATION FOR GRATUTIES:

31.1 COUNTY may, by written notice to VENDOR, terminate the right of VENDOR to proceed under this Agreement upon day's written notice, if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by, or any agent or representative of VENDOR, to any officer or employee of COUNTY with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing, of such contract. In the event of such termination, COUNTY shall be entitled to pursue the same remedies against VENDOR as it could pursue in the event of default by VENDOR.

32.0 TERMINATION FOR INSOLVENCY

32.1 COUNTY may terminate this Agreement forthwith in the event of the occurrence of any of the following:

A. Insolvency of VENDOR, VENDOR shall be deemed to be insolvent if it has ceased to pay its debts for at least sixty days in the ordinary course of business, whether or not a petition has been filed under the Federal Bankruptcy Code and whether or not VENDOR is insolvent within the meaning of such laws.

B. The filing of a voluntary or involuntary petition regarding VENDOR under the Federal Bankruptcy Code.

C. The appointment of a Receiver or Trustee for VENDOR.

D. The execution by VENDOR of a general assignment for the benefit of creditors. The rights and remedies of COUNTY provided in this Paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

33.0 TERMINATION FOR DEFAULT:

33.1 COUNTY may, by written notice to VENDOR, terminate the whole or any part of the Agreement if, in the judgment of COUNY'S Purchasing Agent:

A VENDOR has materially breached this Agreement as elsewhere provided herein;
or
B. VENDOR fails to timely provide and/or satisfactorily perform any task, deliverable, service, or other work required under this Agreement here under;
12 Contract # 42663
Item 1D - Page 45
or
C. VENDOR has assigned or delegated its duties or subcontracted any performance of this Agreement without prior written consent by COUNTY as elsewhere provided.

33.2 VENDOR shall not be liable for any excess costs if its failure to perform under this Agreement, arises from force majeure, i.e., causes beyond the control and without the fault or negligence of VENDOR. If the failure to perform is caused by the default of a subcontractor, and if such-default arises out of causes beyond the control of both VENDOR and subcontractor, and without the fault or negligence of either, VENDOR shall not be liable for any such excess costs for failure to perform, unless the goods or services to be furnished by the Subcontractor were obtainable from other sources in sufficient time to permit VENDOR to meet the requirements.

As used in this subparagraph the terms "subcontractor'' and "subcontractors mean subcontractor(s) at any tier.

33.3 If, after COUNTY has given notice of termination under the provisions of this Paragraph, it is determined by COUNTY that VENDOR was not in default under these provisions, or that the default was excusable under these provisions, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to paragraph Termination for Convenience.

The rights and remedies of COUNTY provided in this Paragraph are non-exclusive and cumulative.

34.0 TERMINATION FOR CONVENIENCE

34.1 This Agreement, may be terminated, when such action is deemed by COUNTY to be in its best interest. Termination shall be effected by delivery to VENDOR of a notice of termination specifying the extent to which performance of agreement is terminated and the date upon which such termination becomes effective, which shall be no less than ten (10) days after the notice is sent.

34.2 After receipt of a notice of termination, VENDOR shall submit its termination claim and invoice to COUNTY, in the form and with any certifications as may be prescribed by COUNTY. Such claim and invoice shall be submitted promptly, but not later than three months from the effective date of termination. Upon failure of VENDOR to submit its termination claim and invoice without the time allowed, COUNTY may determine on the basis of information available to COUNTY, the amount, if any, due to VENDOR in respect to the termination, and such determination shall be final. When such determination is made, COUNTY shall pay VENDOR the amount so determined.
13 Contract # 42663
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34.3 VENDOR shall honor purchase orders accepted on or before the effective date of termination.

35.0 TERMINATION FOR FAILURE TO OPERATE IN ORDINARY COURSE:

35.1 VENDOR'S stability was and/is a primary basis for entering into and continuing with this Agreement, therefore, COUNTY may terminate this Agreement by thirty (30) days written notice should VENDOR fail to continue to do business in the ordinary course.

36.0 NONDISCRIMINATION AND AFFIRMATIVE ACTION:

36.1 VENDOR certifies and agrees that all persons employed by it, its affiliates, subsidiaries or holding companies are and will be treated equally without regard to or because of race, color, religion, ancestry, national origin, sex, age, or physical or mental handicap, in compliance with all applicable federal and State antidiscrimination laws and regulations.

36.2 VENDOR shall, pursuant to County Code Section 4.32, unless employing less than ten persons, certify to and comply with the provisions of Exhibit B (VENDOR'S EEO Certification).

36.3 VENDOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color religion, ancestry, national origin, sex, age, or physical or mental handicap, in compliance with all applicable Federal and State anti-discrimination laws and regulations. Such action shall include, but is not limited to: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

36.4 VENDOR certifies and agrees. that it will deal with its subcontractors. bidders or VENDORS without regard to or because of race, color, religion, ancestry, national origin, sex, age or physical or mental handicap.

36.5 VENDOR certifies that it is in compliance with all Federal, State and local laws including, but not limited to:

A. Title VII, Civil Rights Act of 1964;
B. Section 504, Rehabilitation Act of 1973;
C. Age Discrimination Act of 1975;
D. Title IX, Education Amendments of 1973, as applicable; and E. Title 43, Part 17, Code of Federal Regulations, Subparts A & B And that VENDOR shall subject no person, on the grounds of race, creed, color national origin, political affiliation, marital status, sex, age, or handicap, 14 Contract# 42663
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to discrimination as to any privileges or uses gained, or under any project, program or activity supported, by this Agreement.

36.6 VENDOR shall allow COUNTY representatives access to its employment records during regular business hours to verity compliance with the provisions of this Paragraph 14.0 when so requested by COUNTY.

36.7 If COUNTY finds that any of the provision of this Paragraph 14.0 have been violated, such violation shall constitute a material breach of this Agreement upon which COUNTY may terminate or suspend this Agreement. While COUNTY reserves the right to determine independently that the anti-discrimination provisions of this Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that VENDOR has violated State or Federal antidiscrimination laws or regulations shall constitute a finding by COUNTY that VENDOR has violated the anti-discrimination provisions of this Agreement.

36.8 The parties agree that in the event VENDOR is held to have violated the antidiscrimination provisions of this Agreement, COUNTY shall, pursuant to County Code Section 4.32.01 O (E), be entitled to the sum of Two Thousand Dollars ($2,000) for each such violation, as liquidated damages extremely difficult to ascertain or calculate precisely, in lieu of termination or suspension hereof.

37.0 CONSIDERATION OF GAIN PROGRAM PARTICIPANTS FOR EMPLOYMENT

37.1 Should CONTRACTOR require additional or replacement personnel after the effective date of this Agreement, CONTRACTOR shall give consideration for any such employment openings to participants in the County's Department of Public Social Services' Greater Avenues for Independence (GAIN) Program who meet CONTRACTOR'S minimum qualifications for the open position. For this purpose consideration shall mean that contractor will interview qualified candidates. The COUNTY will refer GAIN participants by job category to the contractor.

38.0 PARAGRAPH HEADINGS

38.1 Paragraph headings are for convenience only and are not a part of this Agreement and shall not be use in construing this Agreement.

39.0 PARTICIPATING MUNICIPALITIES
Pursuant to action by
1998. COUNTY has
Development Authority
administrative services
COUNTY's Board of Supervisors on February 10,
designated California Statewide Communities
(Authority) as the public agency to provide
related to purchases by other California
15 Contract # 42663
Item 1D - Page 48
governmental, entities (Entity) under this Agreement. At COUNTY's sole discretion and option, COUNTY's sole discretion and option, COUNTY may inform other Entities that they may acquire items listed in this Agreement. Such acquisition(s) shall be at the prices stated herein, and shall be subject to VENDOR's acceptance.

In no event shall COUNTY be considered a dealer, remarketer, agent or other representative of VENDOR.

39.1 Vendor and COUNTY recognize that from time to time VENDOR's reasonable assistance may facilitate and expedite a presentation by the County to any entity.

Such assistance shall be provided, at no cost, by VENDOR upon the written request of the COUNTY.

39.2 Entity purchase orders may, as agreed by county, be submitted by the Entity or by COUNTY. In either event, Authority shall be entitled to an administrative fee (Fee) of one percent (1%) of the purchase price, excluding taxes and shipping, for each Entity purchase order. Payment of the Fee shall be made quarterly by VENDOR to Authority. For purposes of this Agreement, calendar year quarters shall be January 1 through March 31; April 1 through June 30; July 1 through September 30; and October 1 through December 31. Fee payment shall be accompanied by a written report (Report) summarizing all purchases shipped and billed during the applicable quarter made by any entity under this Agreement. VENDOR shall have no claim or right to all or any portion of the fee.

Fee payment shall be made by wire to CSAC Finance Corporation as follows:

CSAC Finance Corporation West America Bank
Capitol Office
300 Capitol Mall
Sacramento, CA 95814 ABA#1211 40218
Account#0527-377915
Vendor shall confirm the date and amount of wire via fax to (51 O) 933-8457 Reports shall be submitted to:

California Statewide Communities
Development Authority
1100 K Street, Suite 101
Sacramento, CA 94814
Ann: Secretary
16 Contract# 42663
Item 1D - Page 49
with copies to:

California Communities
1470 Maria Lane, Suite 400
Walnut Creek. CA 94596
Attn: Program Manager
County of Los Angeles

ISO/PCS
1100 N. Eastern Ave., Room 102
Los Angeles, CA 90063
Attn: Manager

39.3 Purchases by COUNTY departments under this Agreement shall not be included in either the Fee or the Report.

39.4 Reports and Fees shall be submitted to Authority no later than thirty (30) days after the end of the applicable quarter. Reports shall, at a minimum, provide total entity purchases for the applicable quarter and year-to-date, sorted by participating Entity, with a grand total of all Entity purchases.

39.5 Failure to provide Fees and/or Reports in the manner specified shall be regarded as a material breach of this Agreement and shall be deemed a cause for termination of this Agreement at COUNTY's sole discretion. Fees not paid by the specified deadline shall bear interest at the rate of 1 1/2% per month until paid.

39.6 Authority, or its designee may, at Authority's sole discretion, compare records provided by Entities with Reports submitted by VENDOR. Authority will provide written notification to VENDOR of discrepancies, and allow VENDOR thirty (30) days from the date OF Authority's notification to resolve the discrepancy(ies) to Authority's satisfaction. In the event that VENDOR does not resolve the discrepancy to Authority's satisfaction, Authority reserves the right to engage outside services to conduct an independent audit of VENDOR's Reports, and VENDOR shall reimburse Authority for the costs and expenses related to such audit(s).

39.7 VENDOR authorizes COUNTY's use of VENDOR's name, trademarks and VENDOR provided materials in COUNTY'S presentations and promotions regarding the availability for use of the agreement.

39.8 COUNTY WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS,

INCLUDING, BUT NOT LIMITED TO PAYMENT, FOR ANY ITEM ORDERED BY ENTITIES.

39.9 COUNTY makes no representation or guarantee as to any minimum being purchased by COUNTY or Entities.
17 Contract # 42663
Item 1D - Page 50
The panics hereto have caused this Agreement to be executed this _____ 4~1_h ___ d a y Of November

COUNTY OF LOS ANGELES
I}arc
1999
18 XEROX CORPORATION
Company Name
Contract # 42663
Item 1D - Page 51
XEROX
Cola2006
Xerox Corporation
R~viscd l l 128/200:5
County of Los Angeles
Request for Proposal to Provide
Photocopy, Facsimile, and Micrographics Equipment,
Maintenance, and Supplies
Please note that the following clarifications and the attached "Xerox Corporation Additional Terms and Conditions" are a part of our proposal. In the event there is a conflict between the "Xerox Corporation Terms and Conditions Attachment" and those of the County's Request for Proposal, the latter shall prevail.

In addition, Xerox is including Printing Systems Products. Document Centre. Plotters, Customer Education.

Business Srvs. Network, Consulting and Analyst Support.

Instructions

2.0 Purpose: Term of Agreement: This agreement is effective January 1 • 2006 though Decembe;:t\ , L, 200~ and may be renewed for two additional 1 year periods as stated in the County's RFP.

14.2 Benchmark Pricing: Single unit list purchase prices offered to the County will be equal to those offered to the Federal Government in the GSA Price Schedule in effect at the time the County places its order.

Supply prices will be those contained in the LA County Consumable Price List in effect at the time of order.

Maintenance prices will be those in the Xerox State and Local Government Copy Equipment Price List or on a Pricing exhibit within the Contract at the time the maintenance (FSM) agreement commences. FSM agreements expire on June 30 of each fiscal year. FSM prices are subject to a maximum annual increase of ten percent (10) over the previous year's pricing.

Copy Cartridges: The Xerox Models DC212, DC2I4, DC220, and DC230 require a copy cartridge in order to produce copies. The copy cartridge is a supply item, which must be purchased by the customer.

17.0 Term Lease Terms: Attached is a copy of Xerox' Term Lease Terms. This agreement has been modified to incorporate terms and conditions previously negotiated and accepted by both the County and Xerox dated Sept 7,1995.
- 1 - Contract # 42663
Item 1D - Page 52
Cola2006
Xerox Corporation
Revised 1 !128/200.5
Pricing and Specific Terms and Conditions:
(1) Purchase prices are good from January I 2006 1hrough Dt:ccmhi::1· 31 200(1. Supply prices are good through Ju111.: 30. 200h. All Maintenance prices are subject to change effective each July I unless otherwise stipulated.
( 4) Trade-in Formula: Trade in allowance are not guaranteed. The trade-in amount, if any, will be based on the trade-in allowance in effect at the time of order. (5) Warranty: 0 Months (unless otherwise stipulated) Maintenance (including all copies) billing for purchased equipment begins upon acceptance by the end user department. (7) Payment Terms: Xerox requests payment of correct invoices within thirty (Net 30) day of receipt.
(8) All equipment is Underwriter Laboratories approved. (9) Product Information Inquires 213-627-4300
Status of orders
Questions on Invoices
Service Calls
(10) Ordering Instructions:

Xerox Corporation
700 So. Flower St., Suite 700
213-627-4300
1-888-435-6333
1-800-822-2979
Los Angeles. CA 90010 213-627-4300
FAX - 213-614-0371
( 11) Payment Address
Xerox Corporation
P. 0. Box 7405
Pasadena, Ca 91109-7 405
(12) Training: Please refer to Xerox' Customer Education Price List Training Fees in Agreement. The training fees billed to the customer will be those in effect at the time the training is ordered.
(13) Retailers Permit Number SZOHB98-040852
(14) FOB Destination
(15) Taxable vs Non Taxable: All items are taxable with the exception of Maintenance on County Owned equipment.
(16) Delivery Period: 2 weeks
- 2 - Contract # 42663
Item 1D - Page 53
Xerox Corporation
Revised I 1/28/2005
Additional Requirements:
(t) Please see attachment. Exhibit 1 Equipment: Recommend Monthly Volume Usage (2) Please see attachment. Exhibit 2 Equipment: Low, Medium and High Volume (3) Please see attachment. Exhibit 3 Equipment: Manufacturing Status As Of 9/ 16/99 Cola2006 - 3 - Contract# 42663
Item 1D - Page 54
Xerox Corporation
Revised 11128/2005
Manufacturing Status Definition
• Newly Manufactured Equipment is factory produced and contains new, reprocessed, and/or recovered parts. The customer is the first user of Newly Manufactured Equipment. • Remanufactured Equipment is factory produced following disassembly to a Xerox predetermined standard and contains new, reprocessed, and/or recovered parts. The purchase warranty for remanufactured equipment is identical to the warranty for Newly Manufactured Equipment.
• Factory Produced New Model Equipment is a model no more then three (3) years old that is factory produced and newly serialized with additional features and/or functions following disassembly to a Xerox predetermined standard and contains new, reprocessed, and/or recovered parts. The Customer is the first user of the Factory Produced New Model Equipment. The purchase warranty for factory produced new model equipment is identical to the warranty for Newly Manufactured Equipment.

Cola2006 - 4 - Contract # 42663
Item 1D - Page 55

MANUFACTURING FOR

QUALITY
X erox places great value on our reputation for quality products and service. As a result, we support the products we
manufacture with a full array of Xerox guarantees. warranties, service agreements, financial arrangements and support contracts.

CHARACTERISTICS OF QUALITY
Xerox has developed a manufacturing approach to help not only its products meet high standards in quality and performance. but also both the company's and our customers' goals in areas such as productivity, reliability and environmental responsiveness.

As a part of this approach. Xerox classifies its products during manufacturing to reflect their build status.

These designations include Newly Manufactured. Factory Produced New Model and Remanufactured. • Newly Manufactured refers to equipment that has been factory produced to product operating specifications, and contains new, reprocessed and/or recovered parts that meet product specifications.
• Factory Produced New Model refers to equipment that has been newly serialized with new features and/or functions, has been disassembled to a Xerox predetermined standard, and contains new, reprocessed, and/or recovered parts that meet product specifications. • Remanufactured refers to equipment that has been factory produced and disassembled to a Xerox predetermined standard, and contains new, reprocessed, and/or recovered parts that meet product specifications.

THE QUALITY GUARANTEE
Newly Manufactured products. Factory Produced New Models, and Remanufactured products all meet the same exacting qualiry control standards. For uniformity, they are built on the same assembly lines, by the same operators: they share the same quality control and testing procedures; and they are covered under the same customer warranty and Total Satisfaction Guarantee.

To guarantee quality, each Xerox Remanufactured and Factory Produced New Model system undergoes a 10-hour inspection process. with the critical photoreceptor assembly-lamps, belts, solenoids and shutters - receiving special attention. Inspection also includes four hours of electrical testing, using proprietary equipment designed and built by Xerox, as well as four hours of the same copy-quality tests that are used for Newly Manufactured equipment. In addition:
• Xerox frames and wiring harnesses are designed to be remanufactured. Constructed of high-grade, durable materials that withstand aging, these parts are virtually indestructible. • Critical parts prone to wear are removed from every machine. Other parts are replaced based on sophisticated. in-line testing equipment and the manufacturing expertise of Xerox workers.

DESIGNED FOR THE ENVIRONMENT
By classifying products during the manufacturing process, Xerox is able to support key strategies, including our "Design for the Environment" initiative. This stewardship reduces the environmental impacts of a product at every stage of its life cycle: manufacturing, use and end-of-life. By bringing returned equipment and parts back into the manufacturing cycle and reprocessing them, Xerox uses resources more efficiently, reduces waste significantly. and diverts countless tons of materials from landfills. This approach also is in line with Xerox' ultimate goal of creating "waste-free" products within "waste-free" factories.

Cola2006 - 5 - Contract# 42663
Item 1D - Page 56
These proactive environmental efforts, and Xerox' resulting accomplishments, have received recognition worldwide through awards, including the World Environment Center's 1993 Gold Medal For International Corporate Environmental Achievement. the National Environmental Development Association 1992 Honor Roll (U.S.) and Brazil's Selo Verde Award.

In addition to offering environmental benefits, this manufacturing approach supports a Xerox marketing strategy for introducing variant products. By building on the strengths of existing machines as well as by incorporating important, new customer-driven features, Xerox is able to bring new products to the market not only faster but for less cost, while minimizing the research and development efforts that are commonly associated with new technology.

For these critical reasons, our manufacturing approach makes good business sense for Xerox, for our customers and. Ultimately, for our environment.

XEROX

THE DOCUMENT COMPANY
Cola2006 - 6 - Contract# 42663
Item 1D - Page 57
Xerox Corporation
~<;:Vi~~d 11/2:~/20()5
Summary of Price Plan Offerings
Outright Purchase Prices (applies to all products offered): The single unit list purchase prices offered to the County are indexed off of Xerox's GSA Price Schedule. These prices are good for orders received on or before D..:ccmbcr 31 2006.

Maintenance prices (applies to all products offered): Maintenance prices will be those contained in the Xerox (Product) Price List State & Local Maintenance or on an accepted Promotional Price Exhibit at the time the maintenance (FSM) agreement commences. • FSM agreements expire on June 30 of each fiscal year. FSM prices are subject to a maximum annual increase of ten percent (10) over the previous year's prices. These maintenance prices do not include the cost of consumable supplies.

These maintenance prices may be used for new orders and for the renewal of maintenance agreements on existing placements.

Xerox shall not be required to offer FSM on individual copiers, if that copier is beyond its Initial Period of Assured Availability of Full Service Maintenance (FSM).

Supply Prices (applies to all products offered): Supply prices will be those contained in the LA County Price Exhibit or in the State and Local Government Consumable Price List in effect at the time of order.

Copy Cartridges: The Xerox Models DC212, DC214, DC220, and DC230 require a copy cartridge in order to produce copies. The copy cartridge is a supply item, which must be purchased by the customer.

Term Lease Terms: Term Lease / Lease-Purchase (applies to all products offered):

Attached is a copy of Xerox' Term Lease Terms. This agreement has been modified to incorporate terms and conditions previously negotiated and accepted by both the County and Xerox. Xerox added Bundled Term Lease Terms to the existing terms. • Term leases may be for either thirty-six month (36) or sixty ( 60) months at the option of the County. At the conclusion of the lease the Customer may buy the equipment at the state purchase option price, extend the lease at the same month price for an additional year, or return the equipment to Xerox.
• These plans may only be canceled for lack of funds or vendor default. The penalty for early cancellation for convenience is the based monthly payment times the number of months remaining in the lease.
• The Maintenance portion of term lease is subject each June 30 to a maximum annual increase of ten percent (10) over the previous year's prices. These maintenance prices do not include the cost of consumable supplies.

Cola2006 - 7 - Contract# 42663
Item 1D - Page 58
Xerox Corporation
Revised l J/2R/2005
Additional Procurement Options (applicable to Copier Products up to 120 Copies Per Minute and Xerox' Black and White Digital Copier Products): Xerox is offering a Bundled Term Lease (lease purchase with bundled maintenance and metered supplies), an Equipment Utilization Lease Plan, and a 12 month Rental Plan.

Bundled Term Lease / Lease-Purchase: The terms and conditions for Bundled term lease are identical to those offered for Standard Term Lease except:
• Bundled term leases prices are fixed for the duration of the lease; there will be no annual escalation.
• The per copy charge will include consumable supplies (black toner, developer, fuser agent).

Color supplies are ordered and billed separately for equipment that has a color capability e.g.5830.

Equipment Utilization Lease Plan: Attached is a copy of Xerox' Equipment Utilization Lease Plan Terms and Conditions.
• Xerox' Equipment Utilization Leases may be for either thirty-six month (36) or sixty (60) months at the option of the County. At the conclusion of the lease the Customer may extend the lease at the same month price for an additional year, or return the equipment to Xerox. • These leases may only be canceled for lack of funds or vendor default. The penalty for early cancellation for convenience is the based monthly payment times the number of months remaining in the lease.
• Xerox' Equipment Utilization Leases prices are fixed for the duration of the lease; there will be no annual escalation. The per copy charge will include consumable supplies (black toner, developer, fuser agent). Color supplies are ordered and biUed separately for equipment that has a color capability e.g.5830.
12 Month Rental Plans: Confidential County of Los Angeles only. These plans are for the exclusive use of the County. These prices are not for use by other governmental entities.

The Rental Plan runs for 12 months from the date of acceptance by end user department. Rentals may be renewed at the same price for two additional l year periods. • Monthly killing will consist of a monthly equipment rental charge that includes a monthly copy allowance, a monthly rental charge for any optional accessories, plus the per copy charge for any excess copies run over the monthly copy allowance.
• The per copy charge will include maintenance and consumable supplies <black toner, developer. fuser agent). Rentals may be canceled or upgraded at anytime without penalty upon 30 day's prior written notice.

Cola2006 - 8 - Contract# 42663
Item 1D - Page 59
County of Los Angeles Agreement # 42663
Terms and Conditions Contents
I) Master Agreement Terms and Conditions (applicable to all transactions) A) Pricing and Specific Terms and Conditions (applicable to all transactions) B) Xerox Corporation Terms and Conditions Attachment.
a) General Terms and Conditions ( applicable to all transactions) b) Sales Terms and Conditions ( applicable to outright-purchase) c) Maintenance Terms and Conditions (applicable to purchase and lease) d) Master Agreement for Term Lease Transactions (applicable to lease and firm rental promotions)
e) Xerox Firm Rental Plan
f) Flexible Rental Terms
g) Software Terms
h) Additional Terms
C) Special Services Terms and Conditions
a) Xerox Business Services
(i) Document Services Agreement
(ii) Pricing Agreement Exhibit
(iii) Performance Standards
(iv) Equipment / Software Listing
D) Miscellaneous Attachments
a) Xerox Contact List.
b) Build Status / Recommended Volumes
c) Build Status Definitions
d) Problem Resolution
(applicable to firm rental)
(applicable to flexible rental)
(applicable to DocumentCentre, Color,
Docutech, Printing Systems Products)
(applicable to promotions and trade-ins)
(applicable to value added services
offerings)
Item 1D - Page 60
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

GENERAL TERMS
The following terms apply to all transactions

1. PRODUCTS: The term "Products" shall refer collectively to all equipment (the "Equipment"), software, and supplies ordered under this Agreement.

2. DELIVERY AND REMOVAL CHARGES. Xerox will be responsible for all standard costs associated with onsite delivery or removal, while you will be responsible for any non-typical (excess rigging) delivery or removal expenses. Expenses resulting from delay or aborted delivery caused by the Customer shall be paid by the customer.

3. INSTALLATION SITE. The equipment installation site must at all times conform to Xerox' published space, electrical, and environmental requirements. The customer is responsible for all construction, electrical, and environmental costs associated with preparing and maintaining the equipment installation site. The Customer agrees to provide, at no charge, access to the Equipment and to a telephone, and adequate storage space for a reasonable quantity of replacement parts and supplies.

4. BASIC SERVICES. Xerox will provide the following Basic Services under this agreement, unless you are acquiring Equipment for which Xerox does not offer Basic Services. Such equipment will be designated by Xerox as "No Svc".

A. REPAIRS AND PARTS. Xerox will make adjustments and repairs necessary to keep the Equipment in good working order. Parts required for repair may be new, reprocessed, and/or recovered. All replaced parts and materials will become Xerox' property at its option.

B. HOURS AND EXCLUSIONS. Unless otherwise stated, Basic Services will be provided during Xerox' standard working hours (excluding Xerox-recognized holidays) in areas within the United States, its territories, and possessions open for repair service for the Equipment at issue. Basic Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship. Basic Services shall specifically exclude repairs or adjustments Xerox determines to relate to the use of non-Xerox alterations, service, supplies, or consumables.

C. OPTIONS AND ACCESSORIES. If you operate options or accessories (including network servers required for Equipment functionality) in association with the Equipment, you agree to contract with Xerox for equivalent, coterminous service on them, if available.

D. REMEDY. If Xerox is unable to maintain the Equipment as described above, Xerox will, as your exclusive remedy, replace the Equipment with an identical product or, at Xerox' option, another product of equal or greater capabilities. This replacement product shall be subject to these same terms and conditions.

E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for a cartridge product, you agree to use only unmodified cartridges purchased directly from Xerox or its authorized resellers in the United States.

F. MICR MAINTENANCE PROCEDURES. If Xerox is providing Basic Services for MICR Equipment, you agree to perform maintenance procedures as specified in the Xerox MICR Customer Maintenance Guide and to provide (1) a Xerox-approved Magnetic Signal Level Tester and (2) a Position and Dimension Gauge for the use of your operator and Xerox' service personnel.

G. PC OR WORKSTATION REQUIREMENTS. In order to receive either Basic Services or Software Support for equipment requiring connection to a PC or workstation, you must utilize a PC or workstation that either (1) has been provided by Xerox or (2) meets Xerox' published specifications.

5. METER READINGS AND COPY CREDITS
A. If applicable, you will provide accurate and timely readings in the manner prescribed by Xerox. If you do not provide timely readings, Xerox may estimate them and bill you accordingly.

8. Highlight-color equipment -- the use of two or more colors, or the use of two or more originals overlayed to create one new document, will result in a Print Charge for each color or original utilized. Example: a document using both black and red toner will be counted as two impressions.

C. Full-Color equipment -- color copies are counted on Meter 1. 1 Contract # 42663
Item 1D - Page 61
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment
D. Run Length Plan -- If this option has been selected, the first ten prints of each original (per run) are recorded and billed on both meters with all subsequent prints recorded and billed on Meter 1 only. (Note that if a 5090 covered by this plan has its document handler left open, all affected copies will be recorded and billed on both meters.)
E. All remaining Xerox metered Copier Models -- Black copies activate the billing meter one time. Duplexed copies are billed for each impression (side).

F. The Customer will receive one copy credit for each copy presented to Xerox which is unusable and also for each copy which was produced during servicing of the Equipment. Copy credits will be issued only if Xerox is responsible for providing Rental or Maintenance Services (except Time and Materials maintenance).

Copy credits will be reflected on the invoice as a reduction in the total copy volume, except for run length plans, which will be credited at a specific copy credit.

6. BILLING AND PAYMENT.

A. All applicable monthly charges will be adjusted on the basis of the number of calendar days covered by the billing period using a 30 day month.

B. For state and local government customers, payment is due within 30 days of our invoice date. Your payment shall include all applicable taxes (unless you provide proof of your tax-exempt status). These taxes include, but are not limited to, sales and use, rental, excise, gross receipts and occupational or privilege taxes.

7. WARRANTY DISCLAIMER. Xerox disclaims the implied warranty of fitness for a particular purpose.

8. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend and indemnify you if any Product infringes someone else's U.S. intellectual property rights provided you promptly notify Xerox of the alleged infringement and permit Xerox to direct the defense. Xerox shall not be responsible for any non-Xerox litigation expenses or settlements unless it preapproves them in writing. To avoid infringement, Xerox may modify or substitute an equivalent of the involved Product, refund the price paid for the Product (less the reasonable rental value for the period it was available to you), or obtain any licenses necessary for you to use the Product. Xerox is not liable for any infringement-related liabilities outside the scope of this paragraph including, but not limited to, any infringement based upon a Product being modified to your specifications or being used or sold in combination with products not provided by Xerox.

9. LIMITATION OF LIABILITY AND ASSIGNMENT. Neither party shall be liable to the other for any direct damages in excess of one million dollars nor for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortious conduct (including negligence) or any other legal theory. You may not assign any of your rights or obligations under this Agreement without Xerox' prior written consent.

10. ASSIGNMENT BY XEROX. In the event Xerox assigns any of its obligations under this Agreement, Xerox shall remain primarily responsible for their performance; any claim or defense you may have relating to these obligations must be asserted only against Xerox and not its assignee.

11. EXTRAORDINARY CIRCUMSTANCES. Except for obligations of payment, neither Xerox nor the Customer shall be liable for nonperformance caused by circumstances beyond their control, including, but not limited to, work stoppages, floods, and Acts of God

12. BREACH. Eiither party may terminate this Agreement on breach by the other party of any material term or condition hereof twenty (20) days after notice is given to the breaching party by non-breaching party if such breach is not cured. The procurement of Equipment, Maintenance and Software shall be considered separate transactions and therefore a breach of terms and conditions applicable only to Equipment, Maintenance or Software shall only be considered a breach of the agreement pertaining to Equipment, Maintenance, or Software, as the case may be.

13. ENTIRE AGREEMENT AND ENFORCEMENT. This Agreement (including any referenced Addenda) constitutes the entire agreement as to its subject matter and supersedes all prior and contemporaneous oral and written agreements. All changes to this Agreement must be made in a writing signed by both parties and, accordingly, any terms on your ordering documents shall be of no force or effect. In any action to enforce this 2 Contract # 42663
Item 1D - Page 62
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment
Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees.

14. GOVERNING LAW. This Agreement shall be governed by the laws of the state in which the Equipment is installed or the Services are initially provided.

15. GOVERNMENT AL TERMS. The following additional terms apply only to state and local government customers.

A. FUNDING. You state that it is your intent to make all payments required under this Agreement. In the event that through no action initiated by you, your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do so from other sources, this Agreement may be terminated. To effect this termination, you shall, within 45 days after the beginning of the fiscal year for which your legislative body does not appropriate funds, send Xerox written notice stating that your legislative body failed to appropriate funds. Your notice must be accompanied by payment of all sums then owed Xerox (through the period for which funds were lawfully appropirated) under this Agreement and must certify that the canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. The preceding sentence (non-substitution language) shall apply unless a court of competent jurisdiction within the State of California rules that it is unenforceable. In the event the Customer must return any Equipment pursuant to the terms of this paragraph, Xerox shall retain all sums paid under this Agreement by the Customer. In addition, you agree at your expense to return the Equipment in good condition to a location designated by Xerox and that, when returned, the Equipment will be free of all liens and encumbrances. You will then be released from your obligations to make any further payments to Xerox (with Xerox retaining all sums paid to date).

B TAX TREATMENT. This Agreement has been accepted on the basis of Xerox claiming any interest paid by you as exempt from federal income tax under Section 103(c) of the Internal Revenue Code of 1986. Should Xerox lose the benefit of this exemption as a result of your failure to comply with or be covered by Section 103(c) or its regulations, then, subject to the availability of funds and upon demand by Xerox, you shall pay Xerox an amount equal to its loss in this regard.

C. ASSIGNMENT. Notwithstanding any provisions in this Agreement to the contrary, Xerox may not sell, assign or transfer this Agreement, and any attempted sale, assignment, or transfer shall be void and without effect.
3 Contract # 42663
Item 1D - Page 63
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

SALE TERMS
The following additional terrns apply to outright sale and installment purchase transactions.

I. TITLE AND RISK OF LOSS. For Equipment purchased outright, title will pass to you upon payment in full and risk of loss will pass to you upon installation, except for products designated as Customer Installable for which risk of loss will pass upon shipment. For Equipment purchased on an installment basis, title and risk of loss will pass to you upon installation, except for products designated as Customer Installable for which title and risk of loss will pass upon shipment.

2. EQUIPMENT ADD-ONS. The Customer may add to this Agreement Upgrades and Accessories for the Equipment

3. WARRANTY. Any warranty to which you are entitled shall commence upon installation, except for products designated as Customer Installable for which the warranty will commence upon shipment. Warranty coverage for your cartridge products is conditioned upon your using only unmodified cartridges purchased directly from Xerox or its authorized resellers in the United States. You shall not be entitled to any warranty for equipment purchased by you subsequent to its installation under a rental or lease agreement.

4. WARRANTY SERVICES. Services for the Equipment while it is under warranty will be provided at no charge. The warranty will apply only to the first purchaser from Xerox. The service coverage during the warranty period will be consistent with the FSM coverage plan that has been contracted to take effect at expiration of the warranty period at no additional charge to the Customer. In the event Customer does not sign an FSM contract, the service coverage during the warranty period will be the minimum service coverage offered for the product.

5. PREPAYMENT AND BREACH OF INSTALLMENT SALES. You may prepay your remaining principal balance on Equipment purchased on an installment basis at any time, thereby eliminating your obligation to pay future finance charges.

If you breach this Agreement with regard to such Equipment, Xerox may, in addition to any of its other remedies, require immediate payment of the entire unpaid principal balance. Xerox can withhold Services for that Equipment, even if a Warranty or Maintenance Service contract is applicable to such Equipment.

6. PREPAID INVOICE. If this option has been selected, you will not be required to pay your Monthly Installment Sale Payment during the initial number of months indicated.

7. INSURANCE AND SECURITY INTEREST ON INSTALLMENT PURCHASED EQUIPMENT. You agree to maintain fire, theft and extended coverage insurance on Equipment purchased on an installment basis, which shall name Xerox as an additional insured. Until you make your final installment payment for this Equipment, Xerox shall have a purchase money security interest in it. You hereby authorize Xerox or its agents to execute all documents on your behalf necessary to perfect this interest.
1 Contract # 42663
Item 1D - Page 64
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

MAINTENANCE TERMS
The following tenns apply only to maintenance transactions.

1. PRICE CHANGES FOR MULTI-YEAR AGREEMENTS. Xerox may, upon at least 30 days written notice, change the Monthly Base and Print Charges in the 13th and, if applicable, 25th, 3 7th and 49th month of your multi-year maintenance agreement. Each such increase will not exceed 10%.

2. BILLING. All Minimum Monthly Maintenance Payments are billed in advance with any additional Print Charges billed in arrears.

3. COMMENCEMENT AND TERMINATION. Maintenance agreements will commence at the end of any applicable warranty period and expire on the last day of the 12th, 24th, 36th, 48th or 60th full calendar month thereafter, as applicable. All accessories, for which Xerox provides Basic Services, added after the initial equipment installation date will expire on the same date as the mainframe Equipment.

Individual Equipment maintenance Agreements can be cancelled with thirty (30) days prior written notice without penalty.

If you terminate your maintenance agreement prior to the conclusion of its scheduled term, you agree to pay Xerox (1) all accrued Monthly Base and Print Charges and (2) all Minimum Monthly Maintenance Payments for a period of six months on one-year agreements and twelve months on multi-year agreements.

4. RENEW AL. Each maintenance agreement will be automatically renewed for successive terms of one year at Xerox' then applicable one-year pricing unless a written notice of cancellation is received from you, or provided to you by Xerox, prior to expiration of the then-current term.

5. TRANSFER OF EQUIPMENT TITLE. In the event the Customer wishes to transfer title to the Equipment for which Maintenance Services is being provided, Xerox will offer Maintenance Services to the transferee of the Equipment, upon the receipt of an order from the transferee, subject to the then current prices, terms and conditions, and policies.

6. BREACH. If the Customer fails to pay in a timely manner for the Equipment for which Maintenance Services are being provided, Xerox can withhold Maintenance Services from that Equipment, even if a Maintenance Services Agreement is in effect.
1 Contract # 42663
Item 1D - Page 65
Exhibit V - 4

MASTER AGREEMENT

FOR USE FOR ALL TERM LEASE TRANSACTIONS

BETWEEN THE COUNTY OF LOS ANGELES ANO XEROX CORPORATION Issue Date
July 1, 1990
(REVISED 10/1/99)
The following terms and conditions relating to Term Lease are in addition to the general terms and conditions contained on the reverse side of the customer's copy of the Order Agreement.

1. AGREEMENT

2. Term Lease is a lease of Equipment, Accessories or Upgrades ("Equipment"). The monthly base lease payment is composed of charges for the Equipment and charges for Maintenance Services for the Equipment during the term of the lease. The applicable minimum base lease payment and the length of this Agreement are set forth on the front of the Order Agreement. The maintenance charges (including copy of similar charges, if applicable) are defined in the Price List(s) as the Term Lease Maintenance Component.

STATUS OF EQUIPMENT
A. The equipment to be leased under this Agreement will be newly manufactured, Re-manufactured as identified on the applicable Price List. The definitions of the foregoing terms are set forth below.

B. Newly Manufactured equipment means newly assembled equipment which contains some used or reprocessed components that meet new component test standards, and comply with product performance and reliability specifications.

C. Re-manufactured Equipment is equipment which has been disassembled to a predetermined standard established by Xerox with defective components being replaced by new, reprocessed, or used components. Before being inspected and tested to newly manufactured machine test standards, the Equipment will be cleaned and refinished and all retrofits deemed by Xerox as field mandatory will be installed.

D. In-place Equipment is equipment installed on the Customer's premises pursuant to a Xerox Order Agreement for Equipment Services at the time of execution of this Xerox Order Agreement.

E. Previously Installed Equipment is defined in the applicable Price Lists.

3. CUSTOMER REPRESENTATIONS
The Customer represents that the person signing this Order Agreement on behalf of the Customer is a duly authorized representative; partner, or proprietor of the Customer and has the authority to execute this Order Agreement on the Customer's behalf. The Customer also represents that the Equipment is not being leased primarily for personal, household, or family use.

4. OBLIGATION
A. The Customer cannot terminate this Agreement before the end of its term except as provided in Section 10--Purchase Option and Section 17.B--Funding.

B. the Customer shall have the right to suspend lease payments for the period during which the equipment is not available for use by the Customer resulting from the fault of Xerox provided that the Customer shall provide a written notice of such unavailability and provided, further, that the term of this Agreement shall be extended for the period(s) of such unavailability of Equipment. The foregoing represents the sole and exclusive remedy of the Customer for such Equipment unavailability.

5. INVOICING ANO PRICE INCREASES
Contract # 42663
Item 1D - Page 66

6. A. During the term of this Agreement, the Customer shall pay as Base Lease Payments the number and amount of monthly installments shown on the Term Lease section of the Order Agreement. The first payment shall be due thirty (30) days after the installation Date. Subsequent payments shall be due on the same day of each subsequent month. Xerox will send to the Customer monthly payment reminders, but delay or failure to send such reminders shall not excuse late payments. (The customer may receive separate monthly payment reminders for each item of Equipment, the sum of which will equal the monthly minimum lease payment shown on the Term Lease section of the Order Agreement.) Customer shall not be responsible for personal property taxes on the Equipment.

B. Meter or similar charges are prorated if the Equipment is installed for less than the full allowance period.

C. Xerox may increase (providing there has been prior written notice and customer consent) the Maintenance component of the base monthly lease payment (Including meter or similar charges and/or copy allowance, if any), effective upon expiration of the current governmental Price List and at the end of every twelfth month thereafter. This increase shall not exceed ten ( 10) percent.

TITLE/SECURITY INTEREST/RISK OF LOSS
A. The Equipment, or any Identical Replacement, if required, is and shall remain the exclusive property of Xerox or Xerox' assignee until the customer exercises the option to purchase.

B. Xerox may conspicuously mark Equipment to identify its security interest, and the customer shall place not conflicting mark or permit the Xerox mark to be removed.

C. From the date that the Equipment is delivered to the Installed-at Address, the Customer shall have all risk of loss or damage to the Equipment arising from the customer's fault or from theft or disappearance of the Equipment. Xerox shall have risk of loss or damage to the Equipment from all other causes.

7. TERM

8. 9.

10. The term of this Agreement shall commence on the Equipment Installation Date. The term of this Agreement is one year and will automatically renew for successive terms up to -----, months unless funds become unavailable as provided in Paragraph 17.B of this Agreement.

DELIVERY
Delivery will be completed within 30 days of receipt of Purchase Order.

MACHINE EXCHANGE
Internal Services DepartmenUPurchasing and Central Services SHALL be notified immediately in writing of any exchange of Lease/Purchase equipment. This notification shall identify the model/serial number of both the new and old equipment stating date/reason for exchange.

PURCHASE OPTIONS
A. AT EXPIRATION: Provided that the Customer is not in breach, the Customer may purchase the Equipment on expiration of the Agreement or at any time during the renewal thereof at the Purchase Option Price (residual) set forth in the Term Lease section of this Order Agreement, together with any applicable taxes. The customer must give Xerox written notice of its intention to exercise the purchase option at least thirty (30) days before expiration of the lease term.

B. PRIOR TO EXPIRATION: during the term of the Agreement, and provided that the Customer is not in breach, the Customer may, upon fifteen (15) days' prior written notice to Xerox, purchase the equipment by paying the Purchase Option Price (as provided for the attached Amortization Schedule) and which will include the minimum lease payments due for the remainder of this agreement, less any unearned charges, such as finance, interest or maintenance charges plus any applicable taxes. When such amounts are fully paid, this Agreement will terminate and title to the Equipment will transfer to the customer. An early termination schedule setting forth the unpaid minimum monthly lease payments 2 Contract# 42663
Item 1D - Page 67
will be given to the Customer upon request. The Purchase Option amount may be financed if Customer chooses to finance the replacement equipment with Xerox.

11. EXPIRATION/RENEWAL

12. 13.

A. Upon expiration of this Agreement, or upon demand by Xerox pursuant to Paragraph 16 below, the Customer shall return to Xerox all Equipment and any related Software licensed by Xerox in the same condition as when delivered to the customer (reasonable wear and tear excepted). Placement and Removal charges will be paid by Xerox, exclusive of Excess rigging charges, which Xerox will bill to the Customer.

B. When all obligations set forth in Paragraph 5 are satisfied, the customer may renew this Agreement for one additional lease period of twelve (12) months at the same price and on the same terms and conditions. The Customer must give Xerox written notice of renewal at least thirty (30) days before expiration of the term of this Agreement.

EQUIPMENT ADD-ONS
A. By executing an Equipment Add-On Amendment, the customer may add to the lease subsequent term Leases of Upgrades and Accessories (hereafter referred to as "Subsequent Leases"). All terms and conditions of the lease shall apply to Subsequent Leases (including the reservation of a purchase money security interest in Subsequent Lease equipment.) Equipment previously leased shall be security for subsequent Leases until all of the customer's obligations under the previous lease are satisfied.

B. The number of lease payments under a Subsequent Lease shall be the same as the number payments then remaining under the lease. If the Customer renews this Agreement, exercises its purchase option, or terminates this Agreement by purchase of the Equipment, the Customer shall be deemed to have taken the same action as to any Upgrade or Accessory. When Upgrades or Accessories are added to this Agreement, each subsequent payment shall be allocated so that an amount equal to the original payment is applied to the original Equipment and an amount equal to the increase is applied to the additional Upgrades Accessories.

DISCLAIMER OF WARRANTY UPON EXERCISE OF PURCHASE OPTION EQUIPMENT PURCHASED BY CUSTOMER PURSUANT TO PARAGRAPH 10 ABOVE IS SOLD ''AS IS" AND "WERE IS". XEROX MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER

WHATSOEVER, INCLUDING, WITHOUT LIM/TA TION, CONDITION OF EQUIPMENT OR ITS MERCHANTABLIITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. ASSIGNMENT

15. Xerox shall not assign this Agreement.

REMEDY
The remedies are as described in Paragraph 4D of the General Terms and Conditions, unless the Equipment is an Engineering and Graphic Products Mainframe. In this case, if Xerox determines that a replacement unit for the same product is no longer available, Xerox may discharge its obligations under this Paragraph by making payment to the Customer equal to the Trade-In value based on the original List Price or Current List Price of such Equipment, whichever is greater.

16. DEFAULT
If the Customer does not make timely payment of amounts due under this Agreement or breaches any term or condition of this Agreement, Xerox remedies shall be limited to repossessing the Equipment and all remaining minimum base payments for the fiscal year shall immediately become due and payable. Xerox may also pursue any other remedies existing at law or in equity. 3 Contract# 42663
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17. GOVERNMENT AGENCY FUNDING, INCOME TAX INDEMNITY. AND TRANSFERABILITY A. THIS PARAGRAPH 17 IN ITS ENTIRETY IS APPLICABLE ONLY TO CUSTOMERS WHICH ARE A PART OF A STATE GOVERNMENT OR POLITICAL SUBDIVISION.

B. FUNDING: The Customer states that it is its intent to make all installment payments required to be made under this Agreement. However, in the event, through no action initiated by the Customer, its legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and it has no funds to continue this Agreement from other sources, this Agreement may be terminated. To effect the termination of this Agreement, the Customer shall, not later than forty-five (45) days after the beginning of the fiscal year for which its legislative body does not appropriate funds, send Xerox written notice stating that its legislative body failed to appropriate funds. Such notice shall be accompanied by the payment of all sums then due Xerox through the period for which funds were lawfully appropriated. The Customer shall also return to Xerox, at the Customer's expense, the Equipment in good condition to a location designated by Xerox. The Customer agrees to pay for all copy usage made on the equipment prior to its removal. Thereupon, the Customer will be released from its obligations to make all further lease payments to Xerox. In addition, the Customer must certify in the foregoing notice that the canceled Equipment is not being replaced by equipment performing functions similar to those performed by the Equipment during the next ensuing fiscal year. The preceding sentence (non-substitution language) shall apply unless a court of competent jurisdiction within the State of California rules that it is unenforceable. In the event the Customer must return any Equipment pursuant to the terms of this paragraph, Xerox shall retain all sums paid under this Agreement by the Customer.

C. INCOME TAX INDEMNITY: This Agreement has been accepted on the basis that Xerox or itS assignee shall claim that interest paid hereunder is excludable from gross income under section 103 of the Internal Revenue Code of 1986, as amended. The Customer agrees that it will file such reports and or forms with the Internal Revenue Service as are required by the Internal Revenue Code of 1986, as amended, and in a timely manner. The Customer understands that the failure to file such reports and/or forms in a timely manner may require that interest paid hereunder be included in the gross income of the recipient. In this event, the Internal Revenue Service requires Xerox to include the interest paid hereunder in its gross income, the Customer shall be liable to Xerox for such losses suffered by Xerox to the extent possible by law. Xerox may choose to add such losses to future minimum lease payments to the extent permitted by law.

D. TRANSFERABILITY: Notwithstanding any different provision in the applicable terms and conditions, Xerox Corporation may not sell, assign, or otherwise transfer this Agreement and any attempted sale, assignment, or transfer shall be void and without effect.

Controller, Government & Education Relations

XEROX CORPORATION
4 Contract# 42663
Item 1D - Page 69
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

TERM LEASE TERMS (LEASE I PURCHASE)
The following additional terms apply only to lease transactions.

1. TITLE AND RISK. The title to the Equipment shall remain with Xerox unless and until you exercise your option to purchase the Equipment. The risk of loss shall pass to you upon installation, except for products designated as Customer Installable for which risk ofloss will pass upon shipment from a Xerox owned facility.

2. MINIMUM MONTHLY LEASE PAYMENTS. The Minimum Monthly Lease Payment, along with any additional Print Charges, covers your cost for the use of the Equipment and its maintenance. The Minimum Monthly Lease Payment (which may be billed on more than one invoice) shall consist of the total of (1) any Monthly Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter Print Charge(s).

3. EQUIPMENT ADD-ONS. By executing an Equipment Add-On Amendment, the Customer may add to the lease subsequent Term Leases of Upgrades and Accessories.

4. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may annually increase that amount of your Minimum Monthly Lease Payment and Print Charges that you are charged for the maintenance of the Equipment (the "Maintenance Component"). Each increase will not exceed 10%.

5. RENEW AL. Unless either party provides notice at least 30 days before the end of the lease term of its intention not to renew the lease, it will be deemed automatically renewed on a month-to-month basis at the same price and on the same terms and conditions. During this renewal period, either side may terminate this Agreement upon at least 30 days notice.

6. PURCHASE OPTION. You may purchase the Equipment at the end of the lease term for the Purchase Option Price indicated in this Agreement together with any applicable taxes.

You may purchase the Equipment as provided for in the attached Amortization Schedule. The early purchase option price will include the purchase option, minimum lease payments due for the remainder of this agreement (less any unearned charges, such as finance, interest or maintenance charges) plus any applicable taxes. When these amounts have been fully paid, title to the Equipment will transfer to you.

7. BREACH. If you breach this Agreement, Xerox may, in addition to its other remedies, require immediate payment of the entire unpaid Minimum Monthly Lease Payments remaining in the Agreement's then-current term plus the applicable Purchase Option Price, less any unearned finance, maintenance, and supply charges.

8. EQUIPMENT PERFORMANCE. The Customer shall have the right to suspend lease payments for the period during which the equipment is not available for use by the Customer resulting from the fault of Xerox provided that the Customer shall provide a written notice of such unavailability and provided, further, that the term of this Agreement shall be extended for the period(s) of such unavailability of Equipment. The foregoing represents the sole and exclusive remedy of the Customer for such Equipment unavailability.

9. PROTECTION OF XEROX' RIGHTS. Unless and until you purchase the leased Equipment, you hereby authorize Xerox or its agents to execute all documents on your behalf necessary to protect Xerox' rights as the Equipment Lessor, including the perfection of Xerox' purchase money security interest that shall attach to all Equipment for which the Purchase Option Price is a set dollar amount.
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County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

XEROX EQUIPMENT UTILIZATION LEASE PLAN
The following additional tenns apply only to the Xerox Equipment Utilization Lease Plan. l. TITLE AND RISK. The title to the Equipment shall remain with Xerox unless and until you exercise your option to purchase the Equipment. The risk of loss shall pass to you upon installation, except for products designated as Customer Installable for which risk ofloss will pass upon shipment from a Xerox owned facility.

2. MINIMUM MONTHLY LEASE PAYMENTS. The Minimum Monthly Lease Payment, along with any additional Print Charges, covers your cost for the use of the Equipment and its maintenance. The Minimum Monthly Lease Payment (which may be billed on more than one invoice) shall consist of the total of (I) any Monthly Base Charge and (2) any Monthly Minimum Number of Prints multiplied by the applicable Meter Print Charge(s).

3. MAINTENANCE COMPONENT PRICE INCREASES. Leases prices are fixed for the duration of the lease; there will be no annual escaltion. The per copy charge will include consumable supplies (black toner, developer, fuser agent).

4. BREACH. If you breach this Agreement, Xerox may, in addition to its other remedies, require immediate payment of the entire unpaid Minimum Monthly Lease Payments remaining in the Agreement's then-current term plus the applicable Purchase Option Price, less any unearned finance, maintenance, and supply charges.

5. EQUIPMENT PERFORMANCE. The Customer shall have the right to suspend lease payments for the period during which the equipment is not available for use by the Customer resulting from the fault of Xerox provided that the Customer shall provide a written notice of such unavailability and provided, further, that the term of this Agreement shall be extended for the period(s) of such unavailability of Equipment. The foregoing represents the sole and exclusive remedy of the Customer for such Equipment unavailability.
1 Contract # 42663
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County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment
RENTAL TERMS (RENTAL IS LIMITED TO COUNTY OF LOS ANGELES DEPARTMENTS} The following tenns apply only to rental transactions.

RENTAL. Rental Plans run for 12 months from the date of instrallation. Rentals may be renewed at the same price for two additional 1 year periods. Monthly billing will consist of a monthly equipment rental charge that includes a monthly copy allowance, a monthly rental charge for any optional accessories, plus the per copy charge for any excess copies run over the monthly copy allowance. The per copy charge will include maintenance and consumable supplies (black toner, developer, fuser agent). Rentals may be canceled at anytime without penalty upon 30 day's prior written notice.

TITLE AND RISK. Title to the Equipment shall at all times remain with Xerox. The risk of loss for the Equipment shall pass to you upon installation, except for products designated as Customer Installable for which risk of loss will pass upon shipment from a Xerox owned facility.

PRICE CHANGES FOR MULTI-YEAR AGREEMENTS. Rental prices are fixed for the duration of the rental; there will be no annual escaltion.

RENEW AL. All rental agreements will be automatically renewed for successive terms of the same number of months as the initial tenn unless a written notice of cancellation is received from you, or provided to you by Xerox, prior to expiration of the then-current term.

CANCELLATION AND BREACH. Rental agreements will expire on the last day of the 12th, 24th, or 36th full calendar month, as applicable.

If you breach this agreement, Xerox may, in addition to its other remedies, require immediate payment of the entire unpaid Minimum Monthly Rental Payments remaining in the Agreement's then-current term. 1 Contract # 42663
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County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

SOFTWARE TERMS
The following additional terms apply only to transactions covering Application Software and Xerox Brand Printing System, DocuTech, Color, High-Volume and Digital Copier-Duplicator, and Document Centre Products:

1. SOFTWARE LICENSE. The following terms apply to copyrighted software and accompanying documentation, including but not limited to operating system software, included with or within the Equipment ("Base Software") as well as software specifically set out as "Application Software" on the face of the Agreement. This license does not apply to any Diagnostic Software nor to any software and accompanying documentation made subject to a separate license agreement.

A. Xerox grants you a non-exclusive, non-transferable license to use the Base Software only on or with the Equipment with which (or within which) it was delivered and to make one back-up copy. For Application Software, Xerox grants you a non-exclusive, non-transferable license to use this software on any equipment you desire along with the right to make one back-up copy for as long as you are current in the payment of any indicated software license fees, including the Annual Renewal Fees, if any. You have no other rights to the Base or Application Software and, in particular, may not {l) distribute, modify, create derivatives of, decompile, or reverse engineer the Base or Application Software, or (2) allow others to engage in same. Title to the Base or Application Software, any back-up copy of it, and all copyrights and other intellectual property rights in it, shall at all times reside solely with Xerox and/or its licensors.

B. Xerox may terminate this license for any Base Software ( 1) immediately if you no longer use or possess the Equipment or are a lessor of the Equipment and your first Jessee no longer uses or possesses it or (2) upon the date of termination of any agreement under which you have rented or leased the Equipment.

C. If you transfer possession of the Equipment, Xerox will offer the transferee a license to use the Base Software on or with it, subject to Xerox' then applicable tenns and license fees, if any, and provided the transfer was not in violation of Xerox' rights.

D. Xerox warrants that the Base and Application Software will perform in material conformity with its published specifications for a 90 day period from the date it is delivered, or for software installed by Xerox, the date of software installation. Neither Xerox nor its licensors warrant that the Base or Application Software will be free from other types of errors or that its operation will be uninterrupted.

2. SOFTWARE SUPPORT. During the period that Xerox provides Basic Services for the Equipment, Xerox will also provide software support for the Base Software under the following terms. For Application Software, Xerox will provide this same level of support provided you are current in the payment of all Initial License and Annual Renewal Fees ( or, for programs not requiring Annual Renewal Fees, the payment of the Initial License Fee and the annual "Support Only" Fees).

A. Xerox will assure that Base and Application Software performs in material conformity with its published specifications and provide a toll free hotline during standard business hours for responding to questions regarding Base and Applications Software.

B. Xerox may make available new releases of the Base or Applications Software incorporating coding error fixes exclusively ("Maintenance Releases"). Maintenance Releases are provided at no charge and must be implemented within six (6) months after being made available to you. Each new Maintenance Release accepted by you shall be considered Base or Applications Software governed by the Base Software terms and conditions.

C. Xerox will use reasonable efforts, either directly and/or with its vendors, to resolve coding errors or provide workarounds or patches, provided you report problems in the manner specified by Xerox. Xerox does not guarantee that it or its vendors will be able to fix coding errors or provide workarounds or patches.

D. Xerox shall not be obligated to remedy coding errors when you have made modifications to the Base or Applications Software.

3. Xerox may annually adjust the Annual Renewal and Support Only Fees, each such increase not to exceed 10%. 1 Contract # 42663
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County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment
DIAGNOSTIC SOFTWARE. Software used to maintain the Equipment and/or to diagnose its failures or substandard performance (collectively "Diagnostic Software") is embedded in, resides on, or may be loaded onto the Equipment. The Diagnostic Software and the method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and/or Xerox' licensors. You agree that (1) your acquisition of the Equipment does not grant you a license or right to use the Diagnostic Software in any manner and (2) that unless separately licensed by Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic Software ( or allow third parties to do so) for any purpose. You agree at all times (including subsequent to the expiration of this Agreement) to allow Xerox to access, monitor, or otherwise take steps to prevent unauthorized use or reproduction of the Diagnostic Software.
2 Contract # 42663
Item 1D - Page 74
County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment

ADDITIONAL TERMS
The following terms apply only to the extent that you have agreed to one or more of the options described below.

1. MODIFICATION OF PRIOR XEROX AGREEMENT. If this option has been selected, this Agreement will replace or modify a prior agreement between you and Xerox covering the specified equipment. If it is a replacement agreement, the prior agreement shall be null and void. If it is a modification, the prior agreement shall remain in effect except that any new terms presented in this modification agreement (e.g., price, duration, configuration) shall take precedence over the prior terms for the balance of the Agreement.

2. SUPPLIES INCLUDED IN THE MONTHLY BASE AND PRINT CHARGES. If this option has been selected, Xerox will provide you with Black Toner, Black Developer, Copy Cartridges, and Fuser ("Consumable Supplies") throughout the term of this Agreement. For full color Equipment, Consumable Supplies shall also include Color Toner and Developer. You agree to use the Consumable Supplies only with the contracted Equipment and to return all cartridges to Xerox for remanufacturing once they have been run to their cease-function point, and that you will return any unused Consumable Supplies to Xerox at the end of the contracted term. Should your use of Consumable Supplies exceed the typical use pattern (as determined by Xerox) for these items by more than 15%, you agree that Xerox shall have the right to charge you for any such excess usage.

If this agreement provides an addition or upgrade to the specified equipment, all included parts and assemblies shall be (a) warranted for 30 days or (b) included within any maintenance agreement covering the specified equipment. All parts or assemblies removed as part of an upgrade shall become the property of Xerox.

3. ADJUSTMENT PERIOD. If this option has been selected, your Minimum Monthly Lease Payment and/or Print Charges, Minimum Monthly Maintenance Payment and/or Print Charge, or Minimum Monthly Rental Charge and/or Print Charge shall be adjusted in accordance with the information contained in the Adjustment Period portion of this Agreement. As a result, your initial monthly payments shall be different from those payable during the balance ofthis Agreement.

4. K-16 BILLING SUSPENSION. If this option has been selected, the Maintenance Component of your Minimum Monthly Lease Payment and Print Charges, or the Minimum Monthly Maintenance Payment and Print Charge, or the Minimum Monthly Rental Payment and Print Charge will be suspended each year during the months indicated. During these months, you agree ( a) not to use the Equipment; (b) that Xerox shall not be responsible for maintaining it; and ( c) that if you request Xerox to provide maintenance service during this period you will be responsible for paying any suspended portion of your monthly bills.

5. FIXED PRICE PLAN. If this option has been selected, Xerox will forego its right to increase the Maintenance Component of your Minimum Monthly Lease Payment and Print Charges, or the Minimum Monthly Maintenance Payment and Print Charge, or the Minimum Monthly Rental Payment and Print Charge throughout the initial term of this agreement.

6. EXTENDED SERVICE HOURS. If this option has been selected, Xerox will provide Basic Services during the hours indicated, with the first number establishing the number of eight-hour shifts covered and the second establishing the days of the week (e.g., 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M., Monday through Saturday). The cost of this enhanced service coverage will be billed separately and, as such, is not included in your Minimum Monthly Lease Payment and Print Charges, Minimum Monthly Maintenance and Print Charges, or Minimum Monthly Rental and Print Charges.

7. COMPETITIVE REPLACEMENT PROGRAM. If this option has been selected, Xerox will provide you with the cash payment or discount indicated in exchange for your agreement to return a piece of non-Xerox equipment you are currently leasing (the "Competitive Equipment") to its Lessor. In doing so, you acknowledge that the Equipment you are acquiring under this Agreement is replacing the Competitive Equipment and that your agreement with its Lessor allows you to return the Competitive Equipment at this time.

8. TRADE-IN EQUIPMENT. If this option has been selected, you are providing equipment to Xerox as part of this Agreement ("Trade-In Equipment") and the following shall apply:

A. TITLE TRANSFER. You warrant that you have the right to transfer title to the Trade-In Equipment and that it has been installed and performing its intended function for the previous year at the address where the replacement equipment is to be installed. Title and risk ofloss to the Trade-In Equipment shall pass to Xerox when Xerox removes it from your premises.
1 Contract # 42663
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County of Los Angeles Agreement
Xerox Corporation Terms and Conditions Attachment
B. CONDITION. You warrant that the Trade-In Equipment is in good working order, has not been modified from its original configuration (other than by Xerox), and has a UL label attached. You agree to maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox.

C. ACCRUED CHARGES. You agree to pay all accrued charges for Trade-In Equipment (e.g., lease payments) through the Final Principal Payment Date and, in addition, to pay all maintenance, administrative and finance charges for this equipment through the date title passes to Xerox.
2 Contract # 42663
Item 1D - Page 76

XEROX BUSINESS SERVICES

DOCUMENT SERVICES AGREEMENT
This Document Services Agreement ("Agreement") sets forth the terms and conditions upon which Los Angeles County ISD ("Client") and Xerox Corporation ("Xerox"), acting through Xerox Business Services, ("XBS"), a business unit of Xerox, have agreed for XBS to provide services ("Services") for Client. l. TERM
Xerox shall provide Services to Client during the term of this Agreement. If Client and Xerox agree to begin Services partially and/or early, Xerox will bill Client on a pro rata basis, based on a 30-day billing month and the terms and conditions of this Agreement will apply.

2. PRICING
Pricing for the Services provided under this Agreement is set forth in Exhibit I. The parties may agree to revise Services at agreed upon pricing in an amendment signed by the parties.

3. SATISFACTION GUARANTEE
In performing Services under this Agreement, Xerox provides the following Satisfaction Guarantee:
a. Performance Standards
Xerox will provide Services in accordance with the Performance Standards ("Standards") as agreed to and set forth in Exhibit II to this Agreement. If Client believes that Xerox is not performing in compliance with such Standards or is otherwise in material breach of this Agreement, Client will notify Xerox in writing of the specific non-performance or material breach, and authorized representatives of both parties will meet to discuss these issues. Xerox will then correct any such non-performance or material breach issues identified within 30 days of notification from Client, and, if Xerox fails to do so, and such failure is not caused in whole or in part due to Client's willful or negligent act or omission, Client may terminate this Agreement without incurring any defined early termination or monthly equipment component charges.
b. Personnel
(i) Xerox will provide sufficient personnel to perform the Services established pursuant to this Agreement as set forth in the Standards.
(ii) The personnel will perform in a professional manner and will comply with all of Client's applicable security and safety regulations. Client will timely provide copies, and any applicable updates, of such regulations to Xerox for communication to personnel providing Services. (iii) If Client is dissatisfied with the performance of any personnel providing Services, Client will notify Xerox of the specific deficiencies in writing, and Xerox will address these nonperformance issues within 5 days. If Client remains dissatisfied with the performance after Xerox has taken remedial action, Xerox will remove the personnel and provide a replacement.

If, in Client's reasonable judgment, Client believes that the actions of the personnel warrants immediate action, Client will notify Xerox in writing and provide the grounds for the request and Xerox will meet with Client to discuss.
c. Equipment/Software
dsa24.doc
(i) Xerox will provide and/or operate the Xerox-Owned Xerox-Brand Equipment/Software listed in Exhibit III, and Xerox will keep such Equipment in good working order, per Xerox Operating Specifications, to deliver Services as set forth in the Standards in this Agreement. If, during the term of this Agreement, Xerox is unable to maintain such Xerox-Owned Equipment in good working order, Xerox will replace such Xerox-Owned Equipment with either an identical product or another product with comparable features and capabilities.

Contract# 42663
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2 (ii) Unless otherwise stated in the Agreement, Equipment and Software provided under this Agreement are the property of Xerox, or its Software licensor(s). During the term of this Agreement, Xerox will have the risk of loss or damage to such Equipment and Software, unless caused by Client's negligence or willful acts.

4. BILLING AND PAYMENT
a. Invoices are payable upon receipt. Client is liable for and shall pay to Xerox all Taxes imposed on the billing of Services by Xerox to Client at the same time and in the same manner that Client pays Xerox for the provision of Services. Xerox and Client shall cooperate to minimize and properly calculate the amount of any Tax, and, in connection therewith, Client shall provide Xerox any resale certificates, information regarding out-of-state use of materials, Services or sales or other exemption certificates or information. "Tax" includes, but is not limited to, sales and use, rental, excise, gross receipts, transfer, service and occupational or privilege Taxes. Client will not be responsible for any taxes based on Xerox' net income.

5. CONFIDENTIAL INFORMATION
a. Client Confidential Information. While Xerox is performing Services for Client under this Agreement, except as may otherwise be required by law, Xerox will not disclose Client's confidential business information which may become known to Xerox while performing Services ("Client Confidential Information"). Xerox will instruct personnel providing Services that they shall not remove any Client documents or Client's other materials and that they shall not disclose any Client Confidential Information to any persons other than Client's personnel, unless Client authorizes Xerox in writing. Xerox' obligations hereunder do not apply to any Client Confidential Information which (i) is in the public domain prior to, at the time of, or subsequent to the date of disclosure to Xerox through no fault of Xerox, (ii) was rightfully in Xerox' possession free of any obligation of confidentiality, (iii) was communicated by Client to a third party free of any obligation of confidence, or (iv) was developed by Xerox employees or agents independently of and without reference to any Client Confidential Information.
b. Xerox Confidential Information. While Xerox is performing Services for Client under this Agreement, Xerox will disclose to Client certain confidential business information ("Xerox Confidential Information"). The parties agree that the terms and conditions of this Agreement, any exhibits and amendments hereto and the Xerox procedures or operations manuals shall be considered Xerox Confidential Information. In addition, any documents marked confidential, "Doculock" restricted, proprietary or a similar designation shall be considered Xerox Confidential Information.

Client will not disclose such information to any third party, except as may otherwise be required by law, unless such Xerox Confidential Information (i) is in the public domain prior to, at the time of, or subsequent to the date of disclosure to Client through no fault of Client, (ii) was rightfully in Client's possession free of any obligation of confidentiality, (iii) was communicated by Xerox to a third party free of any obligation of confidence, or (iv) was developed by Client's employees or agents independently of and without reference to any of Xerox Confidential Information. c. The obligations of confidence set forth above shall terminate one year after expiration or termination of this Agreement.

6. PURCHASE ORDERS
Client agrees that any purchase order or similar document, ("PO"), will be for ordering purposes only.

Accordingly, any terms and conditions on such PO shall be of no force or effect. Client agrees to add the following clause to the face of any PO:
"This Purchase Order is issued per the terms and conditions of Agreement#." dsa24.doc Contract# 42663
Item 1D - Page 78
3 7. COMPLIANCE WITH LAWS AND CLIENT-FURNISHED ITEMS
a. Compliance With Laws. Xerox represents and warrants that it shall fully comply with all applicable laws and regulations in the performance of the Services, including but not limited to OSHA. Client represents and warrants that all facilities at which the Services are to be performed fully comply with all applicable laws and regulations, including but not limited to OSHA. For California locations, Client shall be responsible for legally disposing of all hazardous wastes generated from the use of non-Xerox brand equipment or supplies.
b. Client-Furnished Items. In no event shall Xerox be responsible for any failure to perform the Services caused by equipment, software, services, design implementation, or data streams unless such items are selected and supplied by Xerox.

8. INDEMNIFICATION
a. In the event, and to the extent, any negligent act or act of omission of Xerox or Client, or their respective employees, agents or representatives cause (1) damage to or destruction of tangible property of third parties, and /or (2) death or injury to any person, then such party shall indemnify, defend and hold the other party harmless from and against any and all claims, including resonable attorneys' fees and expenses, which are brought as a result, provided that the party to be indemnified gives the indemnifying party reasonable notice and the opportunity to defend. b. Client represents to Xerox that Client has taken adequate measures to avoid copyright infringement and will not request Service that would constitute copyright infringement or otherwise violate any intellectual property rights. Client agrees to indemnify, defend and hold Xerox, and Xerox' directors, employees and representatives (hereinafter "Indemnitees") harmless from and against any and all claims, losses, liabilities, judgmerits, awards and costs (including reasonable attorneys' fees) based on copyright or other intellectual property rights claims arising out of or related to the performance of Services (including, but not limited to, Services and to the extent necessary for performance of the Services, Xerox' use of Client owned or licensed software), whether or not the reproduction of the material submitted to any of the Indemnitees for reproduction is claimed or determined to be negligent or otherwise gives rise to liability on the part of any such Indemnitee. Xerox will give Client reasonable notice and opportunity to defend any such claim and will cooperate in the defense of any such action.

9. LIMITATION OF LIABILITY
EXCEPT AS TO ANY OBLIGATIONS SET FORTH IN ARTICLES 7 AND 8, EACH PARTY HEREBY

DISCLAIMS AND WAIVES CONSEQUENTIAL, PUNITIVE, SPECIAL, INDIRECT OR INCIDENTAL

DAMAGES IN ANY WAY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT

NOT LIMITED TO LOSS OF USE, REVENUE OR PROFIT, ARISING IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMITATION ANY TYPE OF NEGLIGENCE), OR ANY OTHER LEGAL

THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. XEROX DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

10. INTELLECTUAL PROPERTY
a. Xerox shall have and maintain ownership of copyrightable works and other intellectual property rights created or produced by Xerox while performing Services for Client, with the exception that Client will maintain ownership of all copyrightable works prepared by Client, and derivatives prepared therefrom by Xerox while performing Services. Client is granted a license to use copyrighted works or other intellectual property owned by Xerox only to the extent necessary to enable Xerox' performance of Services.
b. Client shall grant or transfer to Xerox a limited license or sufficient rights to use software owned, licensed or otherwise controlled by Client solely for purposes of Xerox' provision of Services under dsa24.doc Contract# 42663
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4 this Agreement. Upon expiration or termination of this Agreement for any reason, such limited license or rights shall immediately revert to Client.

11. DISPUTE RESOLUTION
In the event of any dispute between the parties regarding performance of Services under this Agreement, and prior to the commencement of any formal proceedings, the parties will attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute and bringing the disputed matter to the attention of the other party in writing. Neither party will bring an action related to such dispute until 60 days after notice of the dispute. The parties agree to waive their right to a jury trial.

12. ASSIGNMENT
Neither party may assign this Agreement or its obligations hereunder to any entity, except a corporate subsidiary, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

13. NOTIFICATION
All notifications referenced in this Agreement must be in writing to be effective and shall be given at the addresses set forth below:

County of Los Angeles!Purchasing
1100 N. Eastern Ave
Los Angeles, CA 90063
Louise Valentine

14. FORCEMAJEURE
Xerox Corporation
700 South Flower St., Suite 700
Los Angeles, CA 90010
Mike Sandoval
Neither party shall be liable to the other for its failure to perform any of its obligations hereunder or under any purchase order or acknowledgment thereof during any period in which such performance is delayed by circumstances beyond its reasonable control.

15. INDEPENDENT CONTRACTOR
Xerox shall be deemed an independent contractor and shall not act as, or be Client's agent or employee.

Xerox will provide for and pay the compensation of Xerox personnel and be responsible for payment of all taxes which an employer is required to pay relating to the employment of employees, including worker's compensation. Client will not be liable to Xerox, or to any Xerox personnel, for Xerox' failure to meet Xerox' compensation or tax obligations. Xerox will indemnify, defend and hold Client harmless from and against all such obligations and will comply with all associated government regulations, including the filing of all necessary reports and returns.

16. NOW AIYER AND SEVERABILITY
The failure by either party to insist upon strict performance of any of the terms and conditions in the Agreement, or to exercise any rights or remedies shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms or conditions at any time thereafter. The unenforceability in whole or in part of any term or condition of this Agreement shall not affect the enforceability of any other parts of this Agreement.

17. GOVERNING LAW
This Agreement will be governed by the laws of the state in which the Services are provided.

This Agreement, as to its subject matter, exclusively and completely states the rights, duties and obligations of the parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions dsa24.doc Contract # 42663
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5 and understandings by or between the parties. This Agreement may only be amended in writing and signed by both parties. The parties, by their representatives signing below, agree with the terms of this Agreement and further certify that their respective signatories are duly authorized to execute this Agreement.

County of Los Angeles (Client) Xerox Corporation
Name (Please Print) Name (Please Print)
Signature Signature
Title Title
Date Date
DOCUMENT SERVICES AGREEMENT #
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Exhibit I

PRICING
AGREEMENT #42663

EXHIBIT I

1. Pricing for New Services provided under this Agreement is $45.00 per hour A minimum order of 10 units must be placed to utilize this Agreement.

2. Client will not be billed for overtime charges for Services performed outside of normal working hours due solely to Equipment malfunction or unavailability ofXBS personnel.

3. a. XBS will waive Early Termination Charges ("ETCs") if Client terminates this Agreement prior to its expiration either due to XBS' failure to provide Services in accordance with the Performance Standards as defined in the Agreement, or due to a material breach by XBS, provided that Client notifies XBS in writing of the material breach and allows XBS 30 days to correct it. b. Except as set forth in this Agreement, if Client terminates this Agreement prior to its expiration, or if XBS terminates this Agreement due to Client's material breach, provided that XBS notifies Client in writing of Client's material breach and allows Client 30 days to correct it, Client agrees to pay ETCs.

The ETCs shall be equal to the Monthly Base Amount times the number of months remaining in the Agreement. In the event that the Agreement is revised, the ETC Base Amount may be amended to reflect such revision.
c. The parties may agree to revisions under this Agreement, including but not limited to labor and supplies, and such revisions shall be at prices as agreed by the parties. For removals or downgrades ofXBS-owned Xerox equipment, Client shall pay ETCs equal to the ETC Base Amount for each unit of Equipment removed or downgraded, times the number of months remaining in the Agreement.

4. a. Standard supplies, (toner, developer, fuser agent, and staples), required to make 8 1/2" x 11" impressions for Services provided by Xerox under this Agreement are included in the pricing.

White, 20# Bond paper, specialty paper and additional and/or non-standard supplies can be ordered and will be billed per then-current Xerox supply prices.

5. Client states and represents that it is Client's intent to make all payments hereunder for the full term of this Agreement. In the event, through no action initiated by Client, its funding body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year of this Agreement, and it has no funds to continue this Agreement from other sources, Client may, at the beginning of the fiscal year for which it provides written notice to XBS that such funds will no longer be appropriated, terminate this Agreement without the assessment ofEarly Termination Charges. Client shall pay all valid sums due and owing XBS through the effective date of termination.

6. At the end of the full 60 month term of this Agreement, for in-place, XBS-Owned Xerox equipment ("Equipment") included in the Configuration, Client may purchase or lease such equipment through Xerox' United States Customer Organization. Client shall purchase or lease such equipment at the thencurrent fair market value price for which Client qualifies, and in accordance with the Xerox Purchase and/or Lease Terms and Conditions, whichever shall apply, as well as the Xerox General Terms and Conditions. Equipment purchased or leased under this option shall be the in-place Equipment installed on the Client's premises pursuant to this Agreement, and shall be purchased or leased as-is, where-is, without any warranty, whether express or implied.
xldma23.doc
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PRICING
AGREEMENT # < ## >
6 Exhibit I

1. Pricing for new services provided under this Agreement is $45 .00 per hour. A minimum order of $6,000 per month must be place to utilize this agreement for new orders.

2. Client has the option of requesting overtime at $56.00/hour per person on weekdays and $68.00/hour per person for weekends and holidays. Client will not be billed for overtime charges for Services performed outside of normal working hours due solely to Equipment malfunction or unavailability of personnel.

3. As part of the Services under this Agreement, Xerox is providing Client the Xerox-Owned Equipment listed in Exhibit III for the entire term of the Agreement. If Client terminates this Agreement prior to its expiration, requires that a unit of Equipment be removed or replaced via trade-in or if Xerox terminates this Agreement due to Client's failure to cure a material breach after having provided 30 days written notice of such material breach, Client shall pay all amounts due Xerox as of that date, together with the Xerox-calculated monthly equipment component, which includes a disengagement charge, for all affected Equipment times the number of months remaining in the Agreement (the monthly equipment component is available upon request). In addition, Client agrees to return the Equipment in the same condition as when delivered, reasonable wear and tear excepted, or purchase the Equipment at its fair market value as determined by Xerox at the Agreement's scheduled expiration.

4. a. Standard supplies, (toner, developer, fuser agent, and staples), required to make 8 1/2" x 11" impressions for Services provided by Xerox under this Agreement are included in the pricing.

White, 20# Bond paper, specialty paper and additional supplies can be ordered and will be billed per then-current Xerox and County of Los Angeles supply prices. b. In the event that White, 20# Bond paper is included as part of this Agreement and the paper market experiences pricing volatility resulting in a significant price change, the parties may meet and agree to revise the pricing for paper provided hereunder. Either party may terminate the paper portion of this Agreement at any time with 30 days prior written notice.

5. Client states and represents that it is Client's intent to make all payments hereunder for the full term of this Agreement. In the event, through no action initiated by Client, its funding body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year of this Agreement, and it has no funds to continue this Agreement from other sources, Client may, at the beginning of the fiscal year for which it provides written notice to XBS that such funds will no longer be appropriated, terminate this Agreement without the assessment of Early Termination Charges. Client shall pay all valid sums due and owing XBS through the effective date of termination.

6. Xerox has provided funds ("Buyout Funds") to Client under this Agreement to retire the debt on Client's existing lease obligations. A Monthly Buyout Funds Payment Amount of $< $$ > is included in the Monthly Minimum Charge for each remaining month of the Agreement, until the Buyout Funds are paid in full. Should this Agreement be terminated before the expiration of its term for any reason, Client agrees to pay to Xerox, in addition to any defined Early Termination Charges or monthly equipment component charges, an amount equal to the remaining principal balance of the Buyout Funds provided by Xerox, less any future, unearned interest.
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7 Exhibit II

PERFORMANCE STANDARDS
AGREEMENT # TBD
During the term of this Agreement, Xerox Business Services (XBS) will provide Services as follows:
• XBS will provide customized billing for the County of Los Angeles (COLA) for products and services covered under this Agreement.
• XBS will inventory, order and deliver supplies to the products covered within this Agreement. • XBS will provide a customized equipment management report to facilitate the evaluation of volumes and maintenance on products covered under this Agreement. This information will be provided to COLA on a monthly basis, in a standard format, for products and services included within this Agreement. • XBS will collect meter readings monthly for Xerox equipment included in this Agreement. • XBS will provide a DocuCare specialist to visit each product covered within this Agreement on a monthly basis for the purpose of preventative maintenance and provide product training when needed.

This document is evergreen and will be reviewed during monthly account reviews at each department included within this Agreement.
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EQUIPMENT/ SOFTWARE LISTING

AGREEMENT
8 Exhibit III
The following Equipment and/or Software is installed under this Agreement at Client's location, which will be updated as units are installed:

Equipment Model/Software Serial Number Status Description dsa24.doc Contract # 42663
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•

MANAGED SERVICES AGREEMENT
For use with County of Los Angeles Term Award# 41380 for Photocopiers ~
THIS MANAGED SERVICES AGREEMENT (•Agreement" or "MSA•), which bears MSA No.10ZZ ... .fg entered by and between ("Customer") and Xerox Corporation ("Xerox").

1. SCOPE AND DEFINITIONS. The acquisition of Offerings, as defined below, by Customer hereunder shall be subject to the prices and tenns and conditions set forth in this Agreement, the "Equipment Lease/Software Terms & Conditions Addendumw attached hereto and made part hereof and each Managed Services Order ("MSC") that references this Agreement. In the event of a conflict between the terms of this Agreement and those of the County of Los Angeles Term Award# 41380 for Photocopiers, the latter shall control. a. The term "Services· shall refer collectively to managed services, consultative services and Xerox Quoted Offerings. "Xerox Quoted Offerings• may be any combination of; (i) professional services provided hereunder, including, but not limited to, assessment services, office document services, network and integration services, implementation services, help desk, and asset management; (ii) Xerox Equipment or Software or third party equipment or software; and/or (iii) equipment maintenance as agreed to in an Order, as defined below. The Services that Xerox is to provide witl be set forth in one or more Statement of Work C'SOW') Addendum. b. The term "Staffing and Management Services• means the personnel provided hereunder by Xerox to perfonn and/or manage the Services.
c. The term •Products" shall refer collectively to all supplies, maintenance, Xerox-brand equipment ("Equipment") and software C-Softwarej and non-Xerox ("Third Party") equipment and software ordered under this Agreement. Products that become no longer generally commercially available may be withdrawn from future ordertaking by Xerox. Products may be added to the Agreement for ordertaking by the mutual consent of both parties. Customer represents that Products are being ordered for Customer's own business use (rather than resale) and that they will not be used for personal, household or family purposes.
d. Services, Staffing and Management Services and Products shall be referred to collectively as "Offerings".

2. ORDER DOCUMENTS.
a. Customer shall issue Order Documents (i.e., documents Customer or Xerox require for acquisitions hereunder) induding, but not limited to, MSOs and purchase orders to Xerox for order entry purposes only, specifying Customer's requested shipment date, installation site, quantities, bill-to address, Offering description and term and any applicable Trade-In Equipment.

3. TERM.
a. This Agreement shall commence on the date it is accepted by Xerox and shall end when either party exercises its right to terminate this Agreement upon not less than thirty (30) days prior written notice to the other party. In the event either party elects to terminate this Agreement, each Order entered hereunder shall remain in full force and effect until it is terminated and shall at all times be governed by, and be subject to, the terms and conditions of this Agreement as If the Agreement were still in effect.
b. The specific term of each Offering subject to an Order shall commence upon the installation date of each Product or commencement of each Service or Staffing and Management Service, as applicable, and shall continue for the term stated. In the event an Offering is terminated, the term of the remaining Offerings subject to the Order shall continue. c. Unless either party provides notice at least thirty (30) days before the end of the term of an Offering hereunder of its intention not to renew, said Offering will be renewed automatically on a month-to-month basis at the same price and on the same terms and conditions. During said renewal period, either party may terminate the renewed Offering upon at least thirty (30) days notice.

4. SATISFACTION GUARANTEE.
a. SERVICES GUARANTEE. Services shall be provided hereunder, as set forth in the SOW of an Order, in a skillful and professional manner. If Customer believes that Xerox has failed to perform any such Services, Customer shall provide Xerox with written notice that specifically describes Xerox's alleged failure to perform. No tater than five (5) business days following Xerox's receipt of said notice, Xerox and Customer agree to meet, clarify the issue(s) and begin to develop a corrective action plan ("Plan") to remedy such alleged failure to perform. As Customer's remedy, Xerox, within sixty (60) days of finalizing the Plan or a time period as otherwise agreed to in writing by the parties, will then I
either correct its alleged failure to perform or redo the work at no additional charge to Customer. •" b. PERSONNEL.
security and safety
Personnel
regulations
performing
that Customer
Staffing
provides
and Management
to Xerox in
Services
writing.
will
While
comply
Xerox
with
is
Customer's
providing Services
applicable
for
I
Customer under an Order, and for six (6) months after an Order terminates or expires, Customer agrees that neither Customer nor its agents or subcontractors will approach, solicit or hire any employee, agent or independent contractor of Xerox performing Staffing and Management Services hereunder for employment, without Xerox's prior written consent.

Form 52554 (January, 2005) XEROX CONFIDEf•H:."L Managed Services Agreement